UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2022~~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 number 333-152805

THE HEALING COMPANY INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2862618
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11th Floor, Ten Grand Street, Brooklyn, New York		11249
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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~None~~N/A N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☒ No ☐

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	☒	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 13(a) of the Exchange Act.

Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $56142,~~036~~518,~~244~~000.

As of October 1019, ~~2022~~2023, the Issuer had 4757,~~704~~474,920 common shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

Item No.		Page No.
PART I
1	Business	4
1A	Risk Factors	1521
1B	Unresolved Staff Comments	3445
2	Properties	3445
3	Legal Proceedings	3445
4	Mine Safety Disclosures	3445
PART II
5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	3546
7	Management's Discussion and Analysis of Financial Condition and Results of Operations	4151
7A	Quantitative and Qualitative Disclosures About Market Risk	4558
8	Financial Statements and Supplementary Data	4558
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4659
9A	Controls and Procedures	4659
9B	Other Information	4860
PART III
10	Directors, Executive Officers and Corporate Governance	4961
11	Executive Compensation	5464
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5971
13	Certain Relationships and Related Transactions, and Director Independence	6373
14	Principal Accounting Fees and Services	6574
PART IV
15	Exhibits, Financial Statement Schedules	6475
16	Form 10-K Summary	6476
	SIGNATURES	6577

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains predictions, estimates and other forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "“may,"” "“will,"” "“should,"” "“expects,"” "“plans,"” "“anticipates,"” "“believes,"” "“estimates,"” "“predicts,"” "“potential,"” "“continue"” or the negative of these terms or other comparable terminology.

Forward-looking statements involve known and unknown risks, uncertainties and other factors 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 and assumptions only as of the date of this Annual Report. You should read this Report and the documents that we have filed as exhibits to this Report completely and 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.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

· the “Company,” “we,” “us,” and “our” refer to the combined business of The Healing Company Inc., a Nevada corporation, and its wholly owned ~~subsidiary~~subsidiaries, NOEO GmbH, ~~or “~~NOEO,” aInc., ~~German~~HLCO ~~company;~~Borrower LLC, Your Super HLCO LLC, Chopra HLCO LLC and the Your Super HLCO LLC subsidiaries. · “Exchange Act” refers the Securities Exchange Act of 1934, as amended; · “~~Germany” refers to the Federal Republic of Germany; · “~~NOEO” refers to NOEO GmbH, a German company; · “EUR” refer to the legal currency of the European Union; · “SEC” refers to the Securities and Exchange Commission; · “Securities Act” refers to the Securities Act of 1933, as amended; and · “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States.

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at The Healing Company Inc., ~~11th~~135 ~~Floor,~~W ~~Ten~~50th ~~Grand~~ Street, ~~Brooklyn~~2nd Floor, New York, ~~11249~~New York 10020.

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PART I

ITEM 1. BUSINESS

Our Corporate History and Background

Overview

We are anentrepreneurs, ~~emerging~~storytellers, ~~health~~operators, ~~and~~healers, ~~wellness~~humans—united ~~company~~by ~~that has identified the need for~~ a ~~change~~common tovision: ~~healthcare,~~Bring ~~where~~integrated ~~conventional medicine and alternative~~ healing ~~can both be drawn on~~ to ~~provide~~the a world ~~of integrated healing encompassing conventional medicine and alternative medicine~~.

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

InWe ~~order~~are toan ~~attain~~emerging ~~these~~health ~~goals~~and ~~during~~wellness ~~the~~company ~~period~~that ~~covered~~has byidentified ~~this~~the ~~report,~~need ~~management~~for ~~entered~~a ~~into~~change ~~various contracts with employees and consultants all of whom have experience~~ in ~~marketing~~healthcare, ~~wellness~~where ~~and~~conventional ~~health~~medicine ~~fields. With the acquisition of NOEO (discussed below),~~ and ~~the~~alternative ~~recent~~healing ~~onboarding~~can ofco-exist ~~a management team~~ to ~~undertake~~provide ~~our~~a ~~operations,~~world weof ~~have~~integrated ~~commenced operations in the health and wellness sector~~healing.

~~Historical~~Compelled ~~Information~~by the global healthcare crisis and a deep belief in a different way—one which draws on conventional medicine and ancient wisdom, science and nature—we look to democratize access to integrated healing methods, while helping the world evolve how it thinks about health and healthcare.

WeOur ~~were incorporated as Lake Forest Minerals Inc. in the State of Nevada on June 23, 2008.~~ Strategy

~~During~~To ~~April~~achieve ~~2021,~~ our ~~board~~objectives, ofwe ~~directors~~are ~~(the~~building ~~“Board”) and major shareholder approved~~ a ~~name~~community ~~change~~ of ~~our~~integrated ~~company~~wellness ~~from Lake Forest Minerals Inc. to The Healing Company Inc. Concurrently~~focused, ~~the~~healing ~~Board~~brands ~~and~~committed ~~majority shareholder approved a resolution~~ to ~~effect~~ a ~~forward~~more ~~stock~~sustainable, ~~split~~healthy ~~of our authorized~~ and ~~issued~~joyful ~~and outstanding shares of common stock on a four (4) new shares for one (1) share held~~world. AWe ~~Certificate~~identify ~~of Amendment to effect the forward split~~ and ~~the~~acquire ~~change~~early ~~of name was filed with the Nevada Secretary of State on April 29~~stage, ~~2021.~~high ~~The~~potential ~~name~~brands ~~change~~within ~~and~~selected ~~forward~~health ~~split were reviewed~~ and ~~approved~~wellness ~~by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2~~categories, ~~2021~~such atas ~~which~~supplements ~~time our authorized capital increased to 300,000,000 shares of common stock~~ and ~~our issued and outstanding shares of common stock increased from 11~~nutraceuticals,~~000,000~~ to ~~44,000,000~~help ~~shares~~grow oftheir ~~common~~healing ~~stock,~~practices ~~all~~and ~~with a par value of $0~~products.~~001.~~

OnOur October 7, 2021, our Board and major shareholder approved the adoption of our Amended and Restated Articles of Incorporation, which replaced our prior articles of incorporation in their entirety. Among other things, the Amended and Restated Articles of Incorporation authorize us to issue is 300,000,000 shares of stock, consisting of (a) 290,000,000 shares of common stock, $0.001 par value per share and (b) 10,000,000 shares of preferred stock, $0.001 par value per share, of which we designated 5,000,000 shares as Seed Preferred Shares as a first series of such preferred stock.Brands

AYour ~~Certificate of Amendment to accompany our Amended and Restated Articles of Incorporation was filed with the Nevada Secretary of State on October 7, 2021.~~ Super

OnYour ~~October~~Super 7is a leading plant-based superfoods brand featuring organic, ~~2021~~delicious, ~~our~~and ~~Board~~functional superfood blends to help women eat more plants and ~~major~~thrive. ~~shareholder~~Born ~~approved~~out of a mission to improve people’s health through the ~~adoption~~power of ~~our~~super ~~amended~~plants, ~~and~~Your ~~restated~~Super ~~bylaws,~~manufactures ~~which~~and ~~have~~sells ~~been~~products ~~updated~~that inare ~~line~~nutritionally formulated with ~~the~~only ~~changes~~five to ~~the~~six ~~Amended~~ingredients and ~~Restated~~nothing ~~Articles~~else ofadded—no ~~Incorporation~~additives, fillers, gums, artificial sweeteners, or preservatives. Containing just the good stuff, every ingredient is certified organic, non-GMO certified, glyphosate-free, plant based, and ~~replace~~gluten ~~our~~free. ~~prior~~Your ~~bylaws~~Super’s ineffective ~~their~~superfood ~~entirety~~blends are designed to unlock vibrant health—from glowing skin to mental focus.

OnYour ~~October 8~~Super, ~~2021,~~prior weto ~~entered~~its ~~into~~acquisition ~~share~~by ~~purchase~~us ~~agreements and share restriction agreements with investors and issued a first tranche of our Seed Preferred Shares, $0.001 par value per share (the “Seed Preferred Shares”),~~ in ~~a private placement~~2022, ~~whereby~~had ~~the~~sold ~~Company~~more ~~will~~than ~~sell a total of~~ 5,000,000 ~~shares~~products ofand ~~Seed~~served ~~Preferred~~more ~~Shares~~than ~~at $2.00 per share to raise $10~~1,000,000 ~~(the~~customers ~~“Seed~~across ~~Preferred Offering”). As of June 30, 2022,~~ the ~~Company~~United ~~had~~States ~~issued~~and ain ~~total~~Europe ofthrough ~~4,660,000~~retail ~~Seed~~and ~~Preferred~~DTC ~~Shares~~(direct ~~under~~to ~~the~~consumer) ~~Seed~~channels ~~Preferred~~such ~~Offering~~as ~~for~~Amazon. anIn ~~aggregate dollar amount of $9~~2021,~~320,000. As~~ ofYour ~~the~~Super ~~date~~ranked of25th ~~this~~on ~~filing,~~Inc. ~~the~~magazine’s ~~Seed~~fastest ~~Preferred~~growing ~~Offering~~companies islist ~~fully subscribed,~~ and ~~the~~first ~~Company~~in ~~expects to close~~ the ~~remainder~~food ofand ~~the~~beverage ~~Seed Preferred Offering during the quarter ending December 31, 2022~~category.

Our Your Super brand is focused on two high-growth wellness sectors, superfoods and plant-based nutrition, representing more than $200 billion¹ in of global market potential.

Your Super - Products

Our Your Super brand currently offers twelve superfood blends covering five different categories: Detox and Energize, Calm and Clarity, Digest and Reset, Radiance and Vitality, and Balance and Flow. Each blend is formulated specifically around a functional need. Each of our Your Super blends is categorized under one of the five categories as indicated in the chart below:

_________________

¹Statista for superfoods market, Research and Markets for plant-based food market

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The Company, in cooperation with its major shareholder, determined to redefine its acquisition objectives to establish a platform of companies that source, harvest, and utilize the most natural compounds for holistic nutrition from around the world. Management determined to pursue these opportunities in the wellness sector based on their evaluation of a heightened and growing awareness and interest in wellness which management further believes has been stimulated by a values reset during the pandemic.Chopra

~~Current~~We ~~Information~~purchased our Chopra line of products from Chopra Group, founded by the world-renowned pioneer integrative medicine, Dr. Deepak Chopra, MD. As the original integrative health experts Chopra blends modern well-being practices with Ayurveda - a centuries-old system of health and healing - to offer a whole-self approach. By focusing on physical, mental, and spiritual health, with our Chopra products we empower people to create self-care routines as unique as they are, unlocking their body’s natural healing abilities.

~~Effective~~Chopra ~~January~~– 10, 2022, Mr. Larson Elmore resigned as the President, Chief Executive Officer and director of the Company. Mr. Elmore resigned as the Company’s Chief Financial Officer, Treasurer and Secretary on June 6, 2022. Simon Belsham was appointed as the Company’s President, Chief Executive Officer and a director on January 10, 2022 and Amit Kapur was appointed Chief Financial Officer, Treasurer and Secretary on June 6, 2022. Products

~~Concurrently~~Our inChopra ~~January~~products ~~2022,~~and ~~members~~services ~~appointed~~listed tobelow provide our customers the ~~Board~~tools ~~include~~and ~~Simon~~confidence ~~Belsham,~~to ~~Steven~~help ~~Bartlett,~~them ~~Poonacha~~take ~~Machaiah~~control ~~and~~of ~~Anabel~~their ~~Oelmann.~~health:

On· ~~March~~Chopra ~~23,~~Meditation ~~2022~~and Wellbeing App: Developed by Dr. Deepak Chopra MD, the ~~Board~~Chopra ~~appointed~~App ~~Kay~~puts ~~Koplovitz~~personalized tosupport in the ~~Board~~hands of its users. This subscription-based app includes more than 500 streaming self-care practices, including the Chopra 21-Day Meditation Experiences, and asmore ~~Chairman~~than 2000 hours of ~~the~~meditation ~~Board~~and ~~effective~~self-care ~~April~~practices across a range of topics such as better sleep, stress relief, improved health, increased focus and spiritual growth. The Chopra app has been downloaded more than 1,000,000 ~~2022~~times and has a 4. 9 star rating in the iOS app store. The Chopra App’s unique original content, recorded from Dr. Deepak Chopra and educators in the Ayurvedic, meditation and health space, also includes:

On○ ~~March~~In-app ~~10,~~dosha ~~2022, the~~quiz ~~company~~that ~~entered~~delivers ~~into~~a ~~and~~unique ~~closed~~mind-body atype ~~share~~report ~~purchase~~along ~~agreement~~ with ~~Anabel~~personalized ~~Oelmann~~ayurvedic ~~pursuant~~practices to ~~which the~~help ~~company acquired 100%~~keep ofusers ~~the~~in ~~issued~~balance ~~and~~○ ~~outstanding capital stock of NOEO GmbH~~5, ~~a German company (“NOEO”)~~10, ~~involved~~20 in& ~~direct-to-consumer~~30 ~~brand~~minute ~~focusing~~sessions onfor ~~adaptogenic~~beginner ~~herbs~~ and ~~currently~~experienced ~~focused~~meditators on○ ~~three~~Daily ~~key products which include joint, memory~~ and ~~digestive~~monthly ~~complexes~~releases ~~derived from mushrooms, in exchange for cash consideration~~ of ~~EUR25,000~~new ~~(USD$29,800). Ms.~~programs ~~Oelmann is a director of the Company~~ and ~~was~~collections ~~the~~○ ~~sole~~Personalized ~~shareholder~~tracking ofto ~~NOEO.~~help Onusers ~~closing,~~build ~~NOEO~~their ~~became a wholly owned subsidiary of the Company, and the Company exited from shell status on the closing date, March 10, 2022.~~practice

With the initial acquisition of NOEO the Company commenced the launch of it’s business plan. Having sufficient funds on hand to commence our plan, and with the recent expansion of our operational and management teams, the Company intends to fund the growth of NOEO and acquire other related projects in the health and wellness sector.

On June 22, 2022, with a market effective date of June 23 2022, FINRA approved a voluntary ticker change for The Healing Company Inc. from “THCC” to “HLCO.”

On June 10, 2022, the Board of the Company adopted The Healing Company Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Omnibus Plan”). Adoption of the 2022 Omnibus Plan was also approved on June 10, 2022 by the stockholders holding a majority of the outstanding voting capital stock of the Company. Under the 2022 Omnibus Plan, non-employee members of the Board and employees and officers of the Company and its affiliates, including all executive officers, are eligible to receive options, stock appreciation rights, restricted stock, restricted stock units, stock grants, stock units, performance shares and performance units (all capitalized terms shall have those meanings given to them in the 2022 Omnibus Plan). The 2022 Omnibus Plan will be administered by the Board. The total number of shares of common stock of the Company reserved and available for grant pursuant to the 2022 Omnibus Plan is ten million (10,000,000).

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~~The~~· ~~Company~~Editorial ~~received~~+ ~~cash~~Social: ~~proceeds~~Our ofChopra ~~$9,320,000 from~~brand ~~non-US~~operates ~~persons~~the inchopra.com ~~respect~~website towhere ~~its~~we ~~private~~offer ~~offering~~thousands of ~~Seed~~resources, ~~Preferred~~including ~~Shares~~articles ~~for~~written ~~the~~by ~~purchase~~Dr ~~of 4,660,000 shares~~Chopra ofand ~~Seed~~other ~~Preferred~~health ~~stock~~and ~~during~~wellness ~~fiscal~~experts ~~2022. The~~on ~~Private~~topics ~~Offering~~such ofas upAyurvedic ~~to 5~~medicine,~~000~~ meditation,~~000 Seed~~ ~~Preferred~~and ~~shares~~alternative ishealth. ~~fully~~· ~~subscribed,~~Chopra ~~with~~Consumer ~~$680,000 remaining~~Products: ~~proceeds~~In ~~for~~our ~~340,000~~Chopra ~~seed~~consumer ~~preferred~~products ~~shares~~line ~~expected~~we toare becurrently ~~received~~offering ~~during~~ the ~~quarter~~following ~~ending December 31, 2022.~~products:

On July 8, 2022, our Board and shareholders holding a majority of our common stock approved an amendment to our Amended and Restated Articles of Incorporation, as amended and restated on October 7, 2021, to increase the Preferred Shares designated as Seed Preferred Stock from 5,000,000 authorized shares of Seed Preferred Stock to 7,800,000 shares of Seed Preferred Stock. A Certificate of Amendment including amended articles of incorporation was filed with the Nevada Secretary of State on July 19, 2022.

	○	Chopra Detox Kit: Our Chopra consumer products line was initially launched with the Chopra Renew and Restore Detox Kit - a 7-day program to completely detoxify the body bringing ancient Ayurvedic principles and modern science to bear.

	○	Chopra Body Oils. Rooted in the Ayurvedic principles of self-care, the Chopra body oils combine essentials herbs that connect with a user’s individual dosha.

OnIn ~~August~~addition ~~4, 2022, the Company entered into a credit agreement (the “Agreement”) with certain lenders (the “Lenders”) who agreed~~ to ~~extend~~our aChopra ~~credit~~Detox ~~facility~~Kit toand ~~the~~Chopra ~~Company~~body ~~consisting of up to $75~~oils,~~000,000~~ ~~(which~~we ~~amount~~have may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments (“Term Loans”), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria established by an administrative agent (the “Administrative Agent”) party to the Agreement. Term Loans anticipated to be funded under the Agreement will be in a ~~minimum~~significant ~~principal~~number ~~amount~~ of atChopra ~~least~~consumer ~~$400,000,~~products ~~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~~development ~~Agreement,~~for ~~occurs.~~launching ~~Term~~later ~~Loans will be repayable~~ in ~~full~~2023 ~~on their maturity dates~~ and ~~may be voluntarily prepaid~~ in ~~full~~early ~~(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~~2024. Interest on any outstanding Term Loans will be paid monthly. The Company paid an upfront fee of $562,500 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. ~~The~~Many ~~Company and each~~ of ~~its~~these ~~subsidiaries~~are ~~(the~~being ~~“Subsidiaries”)~~developed ~~have~~as ~~agreed~~part ~~to secure all~~ of ~~their~~our ~~future~~strategic ~~anticipated~~partnership obligations under the Agreement by granting the Lenders a first priority lien on substantially all of their assets and the Company has agreed to secure all future obligations to be incurred under the Agreement by granting to a collateral agent, for the benefit of the lenders, a first priority lien on all of the capital stock of the Subsidiaries held by the Company. In connection with ~~the~~Althea ~~transactions~~Life ~~contemplated by the Agreement~~Sciences, the ~~Company~~R&D ~~has~~division ~~also issued to the Administrative Agent a seven-year warrant to purchase, for its own account, up to 1,300,123 shares~~ of the ~~Company~~world’s ~~Seed~~largest ~~Preferred~~Ayurvedic ~~Stock at an exercise price of $2.00 per share. The Company formed a wholly owned subsidiary~~producer, ~~HLCO Borrower, LLC to facilitate this agreement~~Dabur.

~~The~~· ~~Company~~Chopra ~~has~~Wellness ~~been~~Experiences: ~~negotiating~~Chopra alicensed ~~number~~experiences ofare ~~potential~~our ~~acquisitions,~~Chopra ~~one~~health ofretreats ~~which~~that ~~has~~are ~~been~~offered ~~with~~through ~~Your~~carefully ~~Super,~~selected ~~Inc.~~partners ~~and~~including ~~its indirectly wholly owned subsidiary, Your Superfoods, Inc, Delaware corporations (together,~~ the ~~“Your~~CIVANA ~~Super~~wellness ~~Companies”). On~~resort ~~September~~in 9Carefree, ~~2022,~~Arizona ~~the Company entered into a loan purchase~~ and ~~sale agreement (~~the ~~“Agreement”)~~Lake ~~with~~Nona ~~CircleUp~~Performance ~~Credit~~Club ~~Advisors~~in ~~LLC~~Lake ~~(the~~Nona, ~~“Seller”)~~Florida ~~pursuant~~that tohosts ~~which~~our itChopra ~~agreed~~Mond-Body toZone ~~purchase from the Seller all loans~~ and ~~loan accommodations (the “Loan”) made by the Seller to the Your Super Companies~~Spa. ~~Pursuant~~These tomulti-day ~~the~~wellness ~~terms~~retreats ofare ~~the~~geared ~~Agreement,~~at asfostering ~~consideration for purchase of the Loan, the Company made~~ a ~~cash payment of $2~~life-changing,~~000,000~~ towell-rounded ~~the~~approach ~~Seller and issued the Seller a warrant (the “Warrant”)~~ to ~~purchase 1,500,000 restricted shares of the Company’s common stock. This Warrant will begin to vest on the one~~well-~~year~~being ~~anniversary~~and ofinclude ~~the~~meditation ~~closing~~and ~~of the purchase of the Loan with 12.5% of the Warrant amount (187~~yoga,~~500~~ ~~shares)~~educational ~~vesting~~sessions ~~on that date~~ and ~~the remaining portion of the Warrant vesting in seven quarterly installments of 187~~workshops,~~500~~ ~~shares~~multi-step ~~each~~detoxification ~~over~~processes ~~the~~including ~~next~~meal ~~seven~~programs ~~quarters.~~designed ~~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~~promote ~~adjustments~~detoxification, ofpersonalized ~~the~~massage ~~warrant price and number of shares for splits~~therapy, ~~stock~~ayurvedic ~~dividends,~~spa ~~recapitalizations~~treatments and ~~the~~access like. As of the date of the Agreement, the outstanding principal amount of the Loan along with accrued but unpaid interest was approximately $7.614 million. The Loan stopped accruing interest on July 22, 2022. The Company purchased the Loan to ~~provide~~other ~~additional~~Chopra ~~time~~healing ~~for~~and ~~the~~health ~~negotiation of the Company’s possible acquisition of the assets of Your Super Inc~~programs.

Our Segments

We use the so called “management approach” to identify our reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying our reportable segments. Using this approach, we have determined that we currently do business in three operating segments:

	·	E-commerce sales of health and wellness products,
	·	Sales of memberships to our wellness app, and
	·	Support for our licensed wellness experiences.

Our Corporate History and Structure

We were incorporated as Lake Forest Minerals Inc. in the State of Nevada on June 23, 2008. We were originally formed to engage in the acquisition, exploration and development of natural resource properties of merit; however; our former management was not successful in those endeavors and discontinued that business. With the acquisition of NOEO on March 10, 2022, and the onboarding of a new management team, we commenced operations in the health and wellness sector. We changed our name to The Healing Company Inc. in April 2021 and we changed our ticker symbol to “HLCO” on June 23, 2022.

Our Acquisition Credit Facility

To facilitate our acquisitions program, in August 2022, we entered into a credit agreement with certain lenders who agreed to extend a credit facility to us consisting of up to $150,000,000 (under certain circumstances) in aggregate principal amount of term loan commitments which we can use to acquire assets that meet certain criteria specified in the agreement. Individual term loans under this facility will be in a minimum principal amount of at least $400,000, bear an annual interest rate of the Secured Overnight Financing Rate (SOFR) plus 12% and will mature in 12 months or less. We have established a wholly owned subsidiary, HLCO Borrower LLC, which will be the “borrower” under this term loan facility. When we acquire a business whose acquisition is to be funded, in part, through this credit facility, the term loan is made to HLCO Borrower LLC which, in turn disburses the borrowed funds at our instruction and the acquired assets are held in, and operated through, a newly formed wholly owned subsidiary of HLCO Borrower LLC. The term loans will be secured by a first priority lien on the assets of HLCO Borrower LLC, including all of the assets of the operating subsidiaries owned by HLCO Borrower LLC and funded through the term loan facility.

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~~The~~Our ~~Company~~Acquisitions ~~has~~under ~~entered into negotiations to acquire a health supplements company that is on a mission to significantly improve~~ the ~~lives of everyone~~Credit it reaches. With focus on nutritional balance, transparency of ingredients, and optimizing of quality and efficacy, this strategic acquisition, if consummated, would allow the Company to expand its capabilities across both current and future brands. This target acquisition reported approximately $10 million in gross revenue last year, with strong profitability. The Company also expects to conclude this transaction during the second quarter of fiscal 2023, however, the transaction will be subject to the finalization of negotiations, several material closing conditions and the completion of a due diligence investigation and there can be no assurance that this transaction will be consummated. Facility

~~The~~On ~~Company~~October ~~intends~~14, to2022, ~~build~~we aacquired ~~community~~all of ~~integrated~~the ~~healing~~assets ~~brands~~of Your Super, Inc., a super foods company founded by ~~identifying~~Michael Kuech and ~~acquiring~~Kristel ~~early~~De ~~stage~~Groot. Included in the Your Super, ~~high~~Inc. ~~potential~~assets ~~brands~~we ~~within~~acquired ~~selected~~three ~~wellness~~Your ~~categories~~Super operating subsidiaries - Your Superfoods B. ~~Our~~V., ~~plan~~Your isSuperfoods GmbH and Your Superfoods, Inc. The total consideration we paid for this acquisition consisted of (i) 3,200,000 shares of our restricted common stock valued at $2.50 per share for an aggregate value of $8 million and (ii) the forgiveness of $7,614,444.40 of outstanding debt of Your Super, Inc. owed to ~~build~~us. ~~individual~~The ~~market~~outstanding ~~impact~~debt ~~through~~was ~~enhanced~~originally ~~branding~~an obligation of Your Super, Inc. to a ~~credible~~third-party ~~narrative~~lender. We acquired this loan obligation from the lender on September 9, ~~social~~2022, ~~conversation~~for cash consideration of $2,000,000 and ~~improved~~a ~~accessibility~~seven-year bywarrant ~~positioning~~to purchase up to 1,500,000 shares of our common stock at an exercise price of $2.00 per share. In connection with our acquisition of the Your Super assets, we borrowed $3,000,000 under the term loan credit facility. Our ~~first~~Your ~~acquisition~~Super ~~was~~business ofis ~~NOEO~~now operated through Your Super HLCO, LLC, a Delaware limited liability company ~~involved~~that inwe ~~direct-~~established to~~-consumer~~ ~~brand~~hold ~~focusing~~and onoperate ~~adaptogenic~~the ~~herbs,~~Your ~~and~~Super weacquired ~~are~~assets. ~~currently~~Your ~~negotiating~~Super onHLCO LLC is a ~~number~~wholly owned subsidiary of ~~further~~HLCO ~~acquisitions~~Borrower LLC and all of the Your Super HLCO assets are now pledged to the term loan lenders under the credit facility agreement.

~~Current~~On ~~Operations~~March 3, 2023, we acquired certain assets of Chopra Global, LLC, a health and wellness company founded by Dr. Deepak Chopra, MD. These assets were components of Chopra Global’s digital, licensing and consumer products divisions. The consideration paid and payable by us for the Chopra assets we purchased is an aggregate purchase price of up to $5,000,000 in cash plus newly issued shares of our restricted common stock. $1,000,000 of the cash portion of the purchase price was paid to Chopra Global on March 3, 2023, along with the issuance of 1,400,000 shares of our restricted common stock. A deferred cash payment of $2,500,000 was paid to Chopra Global during the three months ended March 31, 2023. Additionally, we may pay to Chopra Global up to three (3) earnout payments of $1,000,000 in value each, subject to and payable in accordance with earnout thresholds specified in the purchase agreement with Chopra Global. Each of these earnout payments will be comprised of 50% in cash and 50% in shares of our restricted common stock. These earnout payments will be earned (i) for the period starting March 1, 2023 and ending December 31, 2023 if net revenue generated by the Chopra business operated by us exceeds $5,900,000; (ii) for the calendar year ending December 31, 2024 if such net revenue for that year exceeds $11,000,000; and (iii) for the calendar year ending December 31, 2025 if such net revenue for that year exceeds $15,000,000. The earnout shares will be valued at the market price at the time of issuance based on the five-day ~~NOEO~~volume ~~GmbH~~weighted average price of our common stock prior to the last day of the applicable measurement year. If we are taken private or undergo a change of control (as defined in our agreement with Chopra Global), any subsequent earnout payment(s) will be paid 100% in cash. In connection with our acquisition of the Chopra Global assets, we borrowed $1,582,000 under the term loan credit facility. Our Chopra business is now operated through Chopra HLCO, LLC, a Delaware limited liability company that we established to hold and operate the Chopra acquired assets. Chopra HLCO LLC is a wholly owned subsidiary of HLCO Borrower LLC and all of the Chopra HLCO assets are now pledged to the term loan lenders under the credit facility agreement.

Company Information

NOEO, our wholly owned subsidiary, is a company incorporated pursuant to the laws of Germany which commenced operations in early 2021 through direct-to-consumer sales of certain branded CDB oils and adaptogen products including mushroom complexes in the form of capsules. NOEO was originally founded by Greenstein Nutraceuticals Ltd. (“Greenstein), a German corporation also co-founded by Ms. Anabel Oelmann, a recently appointed director of our Company, and a certified nutritionist and health coach. Based on her passion for making alternative medicine more accessible, Ms. Oelmann founded NOEO for Greenstein, and subsequently acquired the shares of NOEO, including products marketed under the NOEO brand, certain formulations and recipes, trademarks and domains in a purchase and sale contract dated March 25, 2021. In March 2022, Ms. Oelmann and the Company entered into a purchase and sale agreement whereby the Company purchased NOEO in its entirety after Ms. Oelmann divested all inventory and IP rights relating to NOEO’s CBD line of products. NOEO offers three fully developed and marketable adaptogen products under the NOEO brand as more particularly described below, the domain www.noeo.co and certain trademarks as well as any product existing inventory. The Company intends to immediately undertake the ongoing sales of the recently acquired NOEO products, as well as enhanced marketing efforts to bring recognition to the brand across a wider consumer base. In line with the Company’s mandate to identify and acquire unique opportunities in naturally derived supplements, medicines, and alternative therapies, the Company may also undertake future product development to further expand its current product line and branded offerings. NOEO was originally created with the aim of providing daily wellness through natural and herbal-based products, and the Company will continue to foster that mission.

On July 27, 2022, the Company incorporated a Nevada Corporation, NOEO, Inc. and intends to transfer the assets of NOEO GMBH to the Nevada corporation where it will undertake the expansion of the NOEO business. Currently the Company is in the process of rebranding the NOEO product line in accordance with North American labeling standards and best practices.

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~~General~~The ~~Information~~following oncharts depict our ~~Business~~organization structure.

NOEO originally launched its business in early 2021 and currently markets its retained line of adaptogen products direct to consumer across Europe and North America, with the initial sales of its line of mushroom complexes concentrated in Germany. Our ongoing sales effort will focus on the three key products which include mushroom joint, memory and digestive complexes. As stated above, NOEO may determine to undertake research and development and/or enter into licensing agreements to expand its current wellness focused product line, targeting complementary non-regulated herbs and products, such as Greek essential oils, Indian Ayurveda, and Chinese herbs. Our website is located at http://www.noeo.co.

~~Our~~On ~~Products~~March 10, 2022, we acquired NOEO GmbH (“NOEO”) from our director and co-founder, Anabel Oelmann, for cash consideration of EUR 25,000. Ms. Oelmann founded NOEO to manufacture and market direct to consumers in Europe NOEO branded adaptogen herbal supplements. We have determined not to pursue the NOEO line of business and we are winding down our NOEO operations.

~~NOEO was~~For ~~created~~Further with the mission to support our environment. All NOEO products are formulated using natural and cruelty-free ingredients. All NOEO products are plant based and organic. We don’t use chemicals, pesticides, or other non-natural ingredients. Our products are lab-tested and manufactured in high-end medical grade facilities in Germany following Good Manufacturing Practices (“GMP”). We work together with labs that do not test on animals.Information

~~Product~~For ~~Portfolio~~a more detailed discussion of our development during our fiscal year ended June 30, 2022, including relating to our NOEO business, we direct you to our annual report on Form 10-K for the fiscal year ended June 30, 2022, which we filed with the SEC on October 12, 2022, available at the following link:

The Company currently offers three products that have been strategically developed to fit with its objective of delivering wellness products that meet its customers’ demands for stringent quality and consistencyhttps://www. ~~The Company currently markets its products under the NOEO trade name~~sec. ~~The Company’s current product category is human ingestible products~~gov/ix?doc=/Archives/edgar/data/0001441082/000147793222007571/hlco_10k.htm Our products are made with pharma grade materials and compounds to ensure the best quality for our customers. Our ingredients have been carefully selected with extensive research, effort, and lots of love. Our packaging is eco-friendly and biodegradable.

~~During~~Our ~~NOEO’s financial year ended December 31, 2021, revenue derived from NOEO’s human ingestible products accounted for 100% of the Company’s total revenue.~~Industry

~~Product~~Our ~~Line~~strategy, to first build a community of powerful healing brands, and second, connect them into a closed loop wellness system that prevents disease & unlocks thriving wellbeing, places us at the intersection of three vast & growing industries:

We presently focus on products which contain adaptogens, which are non-toxic plants that are believed to help the body adapt to stressors. These include substances that may also be considered food that provide medical or health benefits, including the possible prevention and treatment of disease. They may also include herbs and roots that have been around for centuries and used in Chinese and Ayurvedic healing traditions and recently have found their way back into the health industry. We focus our product line on extracts which are highly concentrated active ingredients, from which we create complexes which are combinations of more than one extract that synergize with each other.

We offer an initial product line consisting of three mushroom complexes composed of medicinal mushrooms and herbs: A joint complex, a digestive complex and a memory complex. The products are prepared as capsules which can be taken orally twice a day, with any liquid.

NOEO products and their material components are not intended to prevent, diagnose, treat or cure a disease. The Company advises customers to always seek the advice of a doctor for questions regarding a medical condition, and before undertaking any diet, exercise or other health related changes to lifestyle. We believe that food supplements are no substitute for a balanced diet. The Company recommends that customers follow the instructions on the product packaging and not to exceed the stated recommended daily doses.

Joints Complex

Our Mushroom Complex “Joints” is a composition of medicinal herbs, Shitake, Maitake and Auricularia mushrooms, and essential vitamins, formulated to soothe and help redevelop joints and cartilage tissue. This product is 100% Vegan.

It is estimated that one in four adults suffers from joint pain in the form of rheumatoid arthritis and/ or osteoarthritis. The main reason being the degeneration of joint cartilage. We’ve teamed up with a number of consultants in the field, to come up with our own, unique formula for Mushroom Complex Joints. The composition consists of medicinal herbs and mushrooms, and essential vitamins that help control inflammatory responses in the body while aiding mobility to keep joints healthy and strong both now and in later life. This product has been designed to protect joint cartilage and promote the buildup of new cartilage.

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~~Key~~We’ve ~~attributes:~~opted to place our primary focus initially on investments in the supplements & nutraceuticals market, which is characterized by high fragmentation and vague & changing regulation, but also strong unit economics and the opportunity to be the foundation of consumer habit building. The supplements & nutraceuticals industry is $165 billion globally, and projected to grow at a 9% CAGR through 2030.

~~The~~Historically, ~~Joint~~the ~~complex:~~supplements & nutraceuticals market has been recession buoyant, with the industry growing 8% during the 2008-09 economic crisis, and recent study showing the last area consumers will cut spending is on health & wellness.

·Each ~~improves~~of ~~general blood circulation and counteracts~~ the ~~process~~markets ofin ~~muscle~~which ~~reduction~~we ·operate ~~Shiitake~~are ~~Mushroom:~~characterized ~~has~~by ~~been~~rapid ~~shown~~technological tochanges, ~~reduce~~frequent ~~rheumatoid~~new ~~arthritis.~~product ·introductions, ~~Maitake~~fragmentation, ~~Mushroom:~~extensive ~~has~~intellectual ~~been~~property ~~shown~~disputes toand ~~reduce~~litigation, ~~rheumatoid~~price ~~arthritis.~~competition, ·aggressive ~~Auricularia~~marketing ~~Mushroom:~~practices, ~~has~~evolving ~~been~~industry ~~shown~~standards, toand ~~enhance~~changing ~~blood~~customer ~~flow~~preferences. ·Accordingly, ~~Methylsulfonylmethane~~our orprospects ~~“MSM”:~~must ~~has been shown to~~ be ~~effective~~considered ~~for~~in ~~reducing~~light ~~symptoms~~ of ~~osteoarthritis and conferring antioxidant protection to~~ the ~~body.~~uncertainties, ·risks, ~~Rose~~expenses, ~~Hip: used to treat rheumatoid diseases like osteoarthritis~~ and ~~rheumatoid~~difficulties ~~arthritis.~~frequently Itencountered ~~improves joint health~~ by ~~reducing~~companies ~~pain~~operating ~~and~~in ~~stiffness.~~rapidly ·changing ~~Curcumin: has anti-inflammatory~~ and ~~antioxidative~~competitive ~~properties~~markets. · Aceola/ Grape Seed Extract: may enhance flood flow. · Vitamin E: boosts the immune system. · Manganese: can reduce osteoarthritis pain. · Copper: is said to help reduce inflammation in the joints. · Selenium: is said to help prevent rheumatoid arthritis.

~~Digestion~~Equally, ~~Complex~~the lack of an established, leading player operating at the intersection of these sectors creates immense opportunity to foster consumer trust & credibility, benefit from shared resource & data, and the higher impact, stickier experience generated from an ecosystem model.

~~Our Mushroom~~Supplements ~~Complex “Digestion” is~~& aNutraceutical ~~composition of medicinal herbs, Hieracium erinaceous/Lion’s Mane mushrooms, and essential vitamins, formulated to aid your digestion and many associated issues, like bloating or cramps.~~ Industry

WeThe ~~believe~~supplements ~~Mushroom~~& ~~Complex~~nutraceutical ~~Digestion to~~industry befocuses aon ~~true~~nutritional ~~cocktail~~supplements ~~of superfoods for~~intended ~~your gut and digestive~~to ~~system.~~improve ~~More~~longevity, ~~and~~sports ~~more~~fitness, ~~people~~and ~~are~~provide ~~suffering~~health ~~from~~benefits ~~digestive~~in ~~issues,~~addition ~~like~~to ~~bloating,~~the ~~general~~basic ~~unwellness~~nutritional orvalue ~~abdominal~~present ~~pain~~in food. ~~Recent~~Most ~~studies~~people ~~have~~are ~~shown~~familiar ~~how~~with ~~closely~~various ~~digestive~~supplement ~~issues~~and ~~are~~nutraceutical ~~linked~~products—and tohave ~~people’s~~likely ~~psyches. We’ve~~used ~~teamed~~them—even upif ~~with~~they ~~experts~~are inunfamiliar with the ~~field~~industry toname. ~~come~~Supplements upand ~~with Mushroom~~nutraceuticals ~~Complex~~comprise ~~Digestion’s unique~~such ~~formula,~~commonly ~~consisting~~used ~~of medicinal~~items ~~herbs and mushrooms,~~as ~~and essential~~herbal ~~vitamins~~products, ~~that~~specific ~~help~~diet ~~support~~products, ~~a happy gut~~vitamins, ~~general~~processed ~~wellbeing and healthy digestion~~foods. ~~Mushroom Complex Digestion is 100% vegan.~~

Key attributes:

· Hieracium erinaceous/Lion’s Mane (Mushroom): has been shown to be beneficial for people with inflammatory bowel disease, may also boost immune function and encourage the growth of good bacteria in the gut. · Artichoke Extract: improves fat digestion. · Fennel extract: can help the smooth muscles of the gastrointestinal system relax and reduce gas, bloating, and stomach cramps. · Taraxacum officinale/ dandelion has a diuretic effect when ingested. · Broccoli: helps keep the stomach’s lining healthy. · Acerola/ Grape Seed Extract: is said to protect the gut from inflammation. · Vitamin C: is an essential vitamin with antioxidant properties. · Vitamin E: is an essential vitamin with antioxidant properties. · Thiamine (Vitamin B1): helps regulate appetite. · Riboflavin (Vitamin B2): helps break down proteins, fats, and carbohydrates. · Vitamin B6: helps process digested proteins. · Cobalamin (Vitamin B12): helps absorb vitamins properly. · Vitamin D3: improves gut flora and metabolic syndrome. · Niacin (Vitamin B3): is required for the proper function of fats and sugars in the body. · Pantothenic acid (Vitamin B5): helps maintain a healthy digestive system and assists the body in using other vitamins. · Folic acid: helps regulate digestion.

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~~Memory~~The ~~Complex~~Superfoods Market

~~Our~~The ~~Memory~~global ~~Mushroom~~superfoods ~~Complex~~market reached a value of $162.6 billion in 2022. As per the analysis by IMARC Group, the isleading ~~believed~~manufacturers in the superfoods market are focusing on product improvements to expand their product portfolio and increase their existing sales. They are consequently launching plant-based food variants to meet the nutritional requirements of the vegan population. Product manufacturers are also financing advertising campaigns, such as celebrity endorsements and social media campaigns. Moreover, cafes, restaurants, hotels, and quick-service restaurants (QSRs) are incorporating superfoods in their dishes to expand their consumer base. In addition, the advent of superfood powders that can be aadded ~~true kickstarter for~~to ~~your cognitive~~prepare ~~functions~~smoothies, juices, and shakes is influencing the market positively. AIn ~~composition~~addition, leading players are introducing ready-to-eat (RTE) superfood products on account of ~~medicinal~~ ~~herbs~~rapid urbanization, ~~Hieracium~~busy ~~erinaceous~~lifestyles, and ~~Cordyceps~~expanding ~~mushrooms~~purchasing power of consumers. They are also extensively using superfoods in the production of dietary supplements, such as capsules and ~~essential~~ ~~vitamins~~gummies, ~~formulated~~to meet the daily nutritional requirements of individuals. Looking forward, the market value is expected to ~~give~~reach ~~your brain~~ $226.3 billion by 2028, growing at a ~~boost~~ CAGR of 5.5% during the forecast period (2023-2028).2

Our ~~Mushroom~~ ~~Complex~~Manufacturing ~~“Memory” is believed to be a true superfood for your brain~~ and ~~cognitive~~Distribution functions. A composition of medicinal herbs and mushrooms, and essential vitamins, formulated to aid people who are experiencing lack of concentration, general fatigue or have trouble remembering things. It’s also meant to be used by people who want to enhance their performance, in work life, academics or sports. We’ve teamed up with a number of experts in the field, to come up with our own, unique formula for Mushroom Complex Memory.

~~Memory~~Manufacturing. ~~Mushroom~~We ~~Complex is~~rely ~~100%~~on ~~vegan~~contract manufacturers to manufacture our products. The contract manufacturers schedule and receive ingredient and packaging inventory according to parameters set in their contracts and forecasts we provide. Some ingredients and packaging are purchased by our contract manufacturers pursuant to framework contracts we have with the applicable suppliers. Our contract manufacturers are regularly audited by third parties and are required to follow rigorous food safety guidelines. We believe our contract manufacturers have capacity to meet our anticipated supply needs, although short-term high demand can cause disruptions. We monitor both near-term and long-term capacity as well as fulfillment rates and overall performance of our manufacturing partners and qualify alternate suppliers as needed. In general, we purchase finished products from our contract manufacturers, which includes all packaging and ingredients used, as well as an agreed-upon tolling charge for each item produced. These finished products are then shipped directly to our distribution centers or shipped directly from the contract manufacturer to the customer.

~~Key~~Sales ~~attributes:~~and Marketing

·We ~~Hieracium~~employ ~~erinaceous/Lion’s~~many ~~Mane:~~different ~~proven~~techniques toand bestrategies awithin ~~powerful~~our ~~cognitive~~marketing ~~enhancer~~initiatives. ·These ~~Cordyceps:~~include ~~has been shown~~ direct-to ~~be anti~~-~~aging~~consumer ~~and~~outreach, ~~pro-vitality.~~use ·of ~~Panax~~influencers ~~Ginseng:~~through ~~has~~social ~~shown~~media, toFacebook betargeting, ~~effective~~focused ~~for~~e-mail ~~mood~~campaigns, ~~immunity,~~ and ~~cognition.~~traditional ~~· Ginkgo biloba: most commonly ingested herb for brain health - said to boost cognition especially among the elderly~~media. ·Our ~~Saffron:~~marketing ~~low~~goal ~~dose~~is ~~supplementation~~always ~~appears~~ to ~~confer~~increase ~~antidepressant~~visibility ~~properties.~~and ·relevance ~~Rho~~of ~~Diola~~our ~~rosea:~~brands ~~proven to reduce fatigue and exhaustion~~ in ~~prolonged~~the ~~stressful~~minds ~~situations~~of -our ~~also~~customers ~~said~~and topotential ~~have neuroprotective properties~~customers. ·We ~~Acerola:~~hope ~~is said~~ to ~~enhance~~expand ~~blood~~our ~~flow.~~programs ·to ~~Vitamin~~include ~~B1,~~experimental ~~B2,~~marketing ~~B3,~~techniques ~~B5,~~in ~~B6, B7, B9, B12: all of which are proven to promote~~ the ~~healthy development of brain cells and help to maintain memory and cognitive abilities~~future.

~~Our~~With ~~key~~our ~~product~~Chopra ~~components~~and ~~are~~Your ~~functional~~Super ~~mushrooms:~~brands, we leverage a full-funnel, multi-channel strategy across owned, earned, and paid market resources, with a focus on strategies that fuel organic growth.

~~What~~Your ~~is Reishi?~~ Super Marketing

~~The~~Our ~~Reishi~~Your ~~mushroom~~Super ~~(Ganoderma~~owned ~~lucidum)~~channels isinclude anemail, ~~Asian~~SMS, ~~natural~~app, ~~remedy~~social ~~against~~(Instagram, aTikTok, ~~lot~~Facebook ofgroup, ~~ailments.~~LinkedIn), ~~It has been used for over 4~~blog,~~000~~ ~~years~~ and isour ~~also known as ‘mushroom for immortality~~YourSuper.’com ~~Traditional~~website; ~~Chinese~~our ~~medicine~~paid ~~claims~~channels ~~that~~include ~~the~~Meta, ~~Reishi~~Google, isour ~~the~~Your ~~most~~Super ~~powerful~~store ~~resource~~on ~~for~~Amazon, ~~sustaining~~and ~~human health in all its forms~~influencers.

~~What~~Our marketing messaging typically centers around need (functional and/or emotional) + benefit, though central to our strategy is ~~Chaga?~~ continual creative + message testing.

~~The~~An ~~Chaga~~example ~~mushroom~~of ~~(Inonotus~~our ~~obliquus)~~full-funnel ismarketing aapproach ~~parasite~~for ~~mushroom~~our ~~that~~Your ~~grows~~Super ~~exclusively~~clinically-proven onhormonal ~~birch~~health ~~trees. Its origin is northeastern areas like the Baltics, Scandinavian countries,~~ and ~~Russia.~~PMS ~~However~~product, ~~Chaga~~Moon ~~can~~Balance bestarts ~~found~~with inpaid ~~Europe~~creative ~~too.~~advertising ~~Chaga~~on ~~has~~various ~~been~~social ~~around~~media ~~for~~platforms, awhich ~~long~~attracts ~~time~~potential inconsumers ~~traditional~~to ~~nomads~~our ~~and Chinese medicine, it has various interesting qualities~~YourSuper. ~~The~~com ~~mushroom~~website ~~was~~landing ~~mainly~~page ~~used~~where aswe aprovide ~~tonic~~additional toMoon ~~balance~~Balance ~~the~~product ~~body~~information ~~functions.~~leading ~~The high melatonin content, for example, helps~~ to ~~keep~~ a ~~healthy sleep~~call-~~wake rhythm and improves the quality of sleep as well. It has high antioxidant potential and helps~~ to ~~protect the skin because of compounds like betulin and beta~~-~~glucan.~~action Itproduct ~~calms~~purchase ~~the guts and can help get rid of stomach issues faster~~option.

Chopra Marketing

Our Chopra product marketing typically leverages the very large “owned” audiences that Chopra has – a more that 4,000,000 emailable data base contact list, 20,000,000 social media followers on @chopra and @deepakchopra handles across Facebook, Instagram, Twitter, LinkedIn, Medium and other social medium channels as well as the 7,000,000 engaged unique visitors to chopra.com annually. Chopra.com and the Chopra blog command significant domain authority with more than 300,000 important health and wellbeing related keywords and topics. We believe that his natural organic SEO and social reach is equivalent to tens of millions of dollars of marketing spend for this standalone brand.

_________________

²IMARC Impactful Insights

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~~What is Shiitake?~~ Customers

~~Also~~Your ~~called~~Super ~~the~~– ~~king~~Customer of the mushrooms, Shiitake (Lentinula edodes) is already used for over 2,000 years and cultivated in eastern Asia since around 1.000 CE. Next to its medical value, it has an excellent taste and is often used in Asian dishes. The main effect of Shiitake is the perfectly balanced impact on the intestinal flora. Shiitake has a strong antimicrobial effect on harmful bacteria while simultaneously not acting against the beneficial intestinal bacteria like bifido- and lactic bacteria and helps rehabilitating the intestines. Additionally, Shiitake is an amazing mushroom for the regulation of lipid metabolism. It can help lowering cholesterol levels in the blood. Focus

~~What~~Your Super has a focused customer target: health motivated, though not health expert, suburban middle to upper class mothers who shop for Your Super primarily for the health benefits she will experience from the products. The demographic is ~~Maitake?~~ middle age, middle-class females that live in suburban or rural communities.

~~After~~Chopra ~~the~~– ~~cultivation~~Customer of Maitake (Grifola frondosa) was successful in the 1980s, the mushroom started its triumphal march around the world. Before, a legend states that Maitake was extremely rare, that when foragers found one, they danced of happiness. Hence, the nickname ‘dancing mushroom.’ Maitake can have a tremendous anti-diabetic effect caused by a specific glycoprotein that raises glucose tolerance while not affecting the insulin level. The potential to decrease blood sugar levels was also discovered in the mushroom, hence Maitake can be used as a preventive measure against diabetic risks. By influencing the renin-angiotensin-system Maitake can help lower high blood pressure and reduce the storage of fat into the tissue. Focus

~~What~~While isthe ~~Lion’s~~US ~~Mane/Hieracium~~and ~~erinaceous?~~North America are the anchor markets for our Chopra brand, Chopra reaches far around the world including Europe, South America, Southern Africa, India and Australia.

~~Lion’s~~The ~~mane~~Chopra ~~mushrooms,~~consumer ~~also~~is ~~known~~predominantly ~~as hou~~female ~~tou~~and ~~gu or yamabushitake,~~typically ~~are~~over ~~large,~~the ~~white,~~age ~~shaggy~~of ~~mushrooms~~40. ~~that~~The ~~resemble~~prime amotivations ~~lion’s~~for ~~mane~~coming asto ~~they~~Chopra ~~grow. With~~are ~~both~~for ~~culinary~~seeking ~~and~~ways ~~medical~~to ~~uses~~manage ~~they~~stress ~~can~~and betension, ~~enjoyed~~emotional ~~raw~~balance, ~~cooked,~~general ~~dried~~health orand ~~steeped~~wellness ~~as a tea~~ and ~~contain~~for ~~bioactive~~deepening ~~substances~~the ~~that~~experience ~~are~~with ~~believed~~meditation toand ~~have~~exploring ~~beneficial~~further ~~effects~~health onand ~~the~~wellness ~~body,~~related ~~especially the brain, heart and gut~~teachings. ~~Key~~People ~~benefits~~often ~~associated~~come ~~with~~to ~~Lion’s~~the ~~Mane~~Chopra ~~are~~brand ~~protection~~after ~~against~~reading ~~dementia,~~one ~~relieve~~ of ~~mild~~Deepak’s ~~symptoms~~books ~~of depression and/~~or ~~anxiety,~~seeing ~~reduced~~his ~~risk~~teachings ofon ~~heart~~social ~~disease,~~media ~~protection~~or ~~against~~elsewhere. ~~ulcers~~We ~~and~~categorize ~~improved~~three ~~management~~core ofpsychographics: ~~symptoms of diabetes, among other benefits.~~

~~What~~· isThe ~~Cordyceps?~~Spiritualists: motivated by their interests in to tapping into something deeper; · The Improvers: driven by a sense to personally grow and become more effective; and · The Recoverers: having experienced some kind of trauma, seeking help recovering from that trauma.

~~Cordyceps~~Together ~~mushrooms~~these ~~are~~three ~~grown~~psychographics ~~throughout~~represent ~~the~~about ~~world.~~10% ~~Though technically classified as entomopathogenic fungi, and not mushrooms, meaning that in nature, they grow as parasites on insects, there are two varieties~~ of Cordyceps that have been extensively researched for their significant health and wellness properties. Cordyceps are recognized for their ability to support vitality, endurance, and stamina as a result of the ~~naturally~~US ~~occurring compounds in the mushroom that are believed to improve the availability of oxygen in the blood~~population. ~~Used~~ ~~extensively in traditional Chinese and Tibetan medicine, Cordyceps is believed to be a vitality elixir that combats illness, improves stamina and increases longevity.~~

~~What is Auricularia?~~Seasonality

~~Auricularia~~The ormarket ~~“Wood~~for ~~Ear”~~our ~~mushrooms~~Your ~~have~~Super ~~also~~and ~~been~~Chopra aproducts ~~staple~~displays insome ~~Traditional~~underlying ~~Chinese~~seasonality, ~~Medicine~~with ~~for~~the ~~thousands~~first half of ~~years.~~the Acalendar ~~mushroom~~year, ~~species~~January ~~with~~through ~~a tough~~June, ~~gelatinous,~~typically ~~elastic~~outpacing ~~texture~~the ~~often~~second ~~resembling~~half of the ~~appearance~~calendar ofyear, anJuly ~~ear~~through December, ~~Auricularia~~and isthe ~~bright~~most ~~reddish~~notable ~~brown~~peak ~~with~~and atrough ~~purplish~~months ~~tint~~being January and December, respectively. ~~The~~ ~~genus~~Accordingly, ~~Auricularia~~we isarchitect ~~comprised~~both ofcampaigns ~~10–15~~designed ~~recognized~~to ~~species~~ride ~~worldwide~~market ~~and~~tailwinds, ~~believed~~such toas ~~help~~community ~~improve~~live ~~blood~~detoxes ~~circulation,~~and ~~reduce~~new ~~inflammation~~product releases around new year and ~~improve~~spring/early ~~heart~~summer ~~health.~~market ~~Secondary~~peaks, ~~benefits~~as ~~are~~well ~~believed~~as tocampaigns ~~include~~designed ~~potential~~to ~~antioxidant~~stem ~~properties~~troughs ~~reducing~~(e.g. ~~the~~limited ~~risk~~edition re-releases of ~~chronic~~popular ~~diseases~~products around holiday, promotions, and/or ~~detoxifying~~challenges ~~the~~through ~~body~~summer months).

~~What are Adaptogens?~~Competition

ItWe isare ~~possible~~not toaware ~~protect~~of ~~your~~any ~~body~~other ~~from~~public ~~both~~companies ~~physical~~that ~~and mental stress by improving your tolerance level towards exhaustion. Adaptogens, as the name itself hints,~~ are ~~non-toxic plants~~acquiring ~~that~~health ~~help~~and ~~the~~wellness ~~body~~brands ~~adapt~~and tobuilding ~~stress. This~~a ~~can~~community ~~be all kinds~~ of ~~stress,~~businesses ~~whether~~in itthis ~~is physical, chemical, or biological~~space. ~~Especially~~ ~~current~~At ~~young~~the ~~professionals~~brand ~~experience higher stress levels than previous generations~~level, ~~partly~~we ~~due~~consider tothe ~~rushing~~following ~~lifestyles,~~factors ~~tighter schedules and increasing competition. Adaptogens, also known as adaptogenic herbs, are not new. They have been used~~ in ~~Ayurvedic~~analyzing ~~and~~our ~~Chinese traditional healing methods but have now gained popularity among the global health and wellness community.~~competition:

~~Stress~~Your is a physiological condition, that is associated with the nervous, endocrine (hormones) and immune system. It can be an external event, environmental condition or a chemical or biological agent that triggers the body to release various hormones that result in physiological changes. A person’s response to stress that is not adequate, or too overwhelming or long term can have serious damage on the body such as disease or even death. This is referred to maladaptive stress, and it is what adaptogens are said to help the body to overcome.Super

~~Are~~Due ~~adaptogens~~to ~~effective?~~the fragmented nature of the supplements, nutraceuticals, and superfoods spaces, as well as the functional design of our products, each formulated to address a single health need, we believe that our Your Super brand faces a broad range of competitors from manufacturers and marketers of superfood, protein, and collagen powder based products - from large agri-industry public companies with almost unlimited resources, such as Archer-Daniels-Midland Company, to small private start-up companies just entering our markets.

There is a range of adaptogens, each with a specific function. Their function with the human body can be compared to regular exercise. Each time you exercise your muscles adapt to the stress they experience and thus become stronger. Similarly, adaptogens interact with the pituitary gland, adrenal gland and hypothalamus to build resistance and improve the coping system of the body. A continuous treatment with these natural herbs helps the body achieve homeostasis and ensures the functioning of your immune and energy levels.

As a natural remedy, adaptogens can be added to your diet in various ways. You can add pre-mixed powders to your meals, drink adaptogen teas or take them in the form of supplements. Supplements are pre-measured capsules that have the advantage of providing the precise amount that your body needs. It is important to understand that adaptogens function best as an extension to a mindful and healthy lifestyle. If you do not take any other measures to managing your chronic stress, adaptogens will not provide you with the solution you are hoping to get.

Do adaptogens have side effects?

Always consult a doctor before introducing adaptogens to your diet or routine. There are some studies that suggest that common herbal supplements may interact negatively with prescription medications.

However, there is little evidence to suggest that adaptogens can cause side effects, though like any plant, they can be allergenic.

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The most efficient way to include adaptogens to your lifestyle is by identifying specific ailments you are experiencing. We have sourced a comprehensive range of adaptogens allowing you to choose what is right for you.Chopra

~~The~~We ~~benefits~~breakdown ofthe ~~adaptogens~~competition to our Chopra brand along functional lines relating to our individual Chopra product offerings as follows:

· ~~Improve~~Chopra ~~attention~~App. ·There ~~Increase~~are ~~endurance~~numerous (app offerings in ~~situations~~the ~~caused~~health, bywellness ~~fatigue)~~and ·mindfulness ~~Lower~~categories ~~stress~~offering ~~induced~~a ~~disorders~~variety ~~and~~of ~~impairments~~yoga, inmeditation ~~the~~and ~~body~~relaxation ·exercises ~~Balance~~and ~~hormone~~techniques ~~levels~~with ·practices ~~Keep~~relating ~~cortisol~~to, ~~(the~~for example, stress ~~hormone)~~and ~~levels~~anxiety ~~and~~reduction, ~~other~~insomnia ~~hormone~~and ~~levels~~addiction inrecovery. ~~check’~~Additionally, ·over ~~Fight~~the ~~fatigue~~past ~~(that~~five ~~results~~years ~~from~~a ~~overkill~~number of ~~physical~~apps orpromoting ~~emotional~~an ~~stress)~~Ayurvedic ·lifestyle ~~Combat~~have entered the ~~impact~~market ~~that~~with ~~stress~~information, ~~has~~exercises, ondetox ~~cognitive~~programs ~~function~~and diet regimes. · ~~Stimulate~~Chopra ~~mental~~Signature ~~performance~~Products. ~~that~~Currently, ~~has~~the ~~been~~health ~~impacted~~and bywellness ~~stress~~product ·market ~~Normalize~~is ~~body~~highly ~~functions~~fragmented ·and, ~~Boost~~for example, there are no significant Ayurvedic product competitors of scale in the ~~immune~~West. ~~system~~However, ~~(that~~our ~~has~~greatest ~~been~~competition ~~impacted~~comes byfrom ~~stress)~~the ·fact ~~Fight~~that many brands and products in the ~~symptoms~~health, ~~caused~~wellness byand ~~elevated~~nutrition ~~cortisol~~space ~~levels~~are (starting to use more traditional Ayurvedic herbs such as ~~anxiety~~aswhaganda, ~~depression~~turmeric, ~~fatigue~~boswella, ~~high~~brahmi ~~blood~~and ~~pressure~~bitter melon in their formulations. In the beauty and cosmetics markets, ~~insulin~~a ~~resistance~~number of market participants are beginning to follow Ayurvedic principles and ~~obesity)~~include Ayurvedic ingredients in their products. · ~~Increase~~Chopra ~~physical~~Wellness ~~stamina~~Experiences. ~~(improve~~The ~~energy~~market ~~levels)~~for ·health ~~Improve~~and ~~the~~wellness ~~function~~retreats and related workshop and class offerings is very fragmented with thousands of ~~organs~~yoga ~~(such~~studios asand an increasing number of breathwork, meditation and Ayurvedic massage studios and workshop offerings throughout the ~~liver~~United States. Additionally, integrative health and ~~adrenal~~functional ~~glands)~~medicine ·practices ~~Improve~~and related programmatic offerings have begun to emerge as a growing phenomenon across the ~~function~~country. Some of ~~body~~these ~~systems~~offerings (are led by well-known and respected industry experts such as Tony Robbins, David Asprey and Mark Hyman. At this time, however, given the ~~gastrointestinal~~size ~~system)~~and growth in these markets, no brand has yet to dominate the health and wellness space.

~~Marketing~~Due to Chopra’s vast product and service lines, it faces a variety of different competitors. For its meditation app, Chopra’s largest competitors are Calm, Headspace, and Betterup, all apps that focus on promoting mental health through different provided services. All three companies are high profile and thus are large competitors to Chopra. For Chopra’s products, its largest competitors are Ritual and Goop. Both companies provide products that incorporate Ayurvedic herbs in their products that rival the products that Chopra produces. For Chopra’s blog, its largest competitors include well+good and mindbodygreen, both companies that blog about health.

WeCompetitive currently market our products online both directly and through an affiliate program. NOEO currently is able to ship within Europe, USA, Canada and Australia. We are working to further extend our shipping area. All of our orders are dispatched by DHL.Strengths

~~Data~~Our ~~Protection~~Overarching Strategic Advantage

IfIn a ~~data~~highly ~~subject~~competitive ~~wishes~~acquisitions tomarket, ~~make~~we ~~use~~are ofbuilding ~~special~~what ~~services~~we ofbelieve ~~our~~to ~~company via our website, it may~~ be ~~necessary~~a tofocused ~~process~~and ~~personal~~effective ~~data.~~competitive Ifadvantage itwhich ismakes ~~necessary~~us toan ~~process~~attractive ~~personal~~acquisition ~~data~~partner ~~and there is no legal basis~~ for ~~such~~smaller ~~processing,~~companies weoperating ~~generally~~in ~~obtain~~ the ~~consent~~health ofand ~~the~~wellness ~~data subject~~space.

~~The~~We ~~processing~~are ofbuilding ~~personal data, for example the name, address, e-mail address or telephone number of~~ a ~~person~~team ~~concerned,~~bringing isdeep ~~always~~expertise in ~~accordance with the basic data protection regulation and in compliance with the country~~S-~~specific~~commerce ~~data~~(social ~~protection~~media ~~regulations~~commerce), ~~applicable~~marketing, tobrand ~~NOEO GmbH By means of this privacy policy~~development, ~~our company wishes to inform the public about the type~~distribution, ~~scope~~ and ~~purpose~~international ~~of the personal data collected~~operations, ~~used~~with ~~and~~a ~~processed~~track byrecord ~~us.~~of ~~Furthermore,~~building ~~this~~& ~~data~~growing ~~protection~~thriving ~~declaration~~consumer ~~informs~~products ~~the~~companies, ~~persons~~adding ~~concerned~~value ~~about~~in ~~their~~three ~~rights.~~key areas:

~~NOEO~~· ~~GmbH~~Growth: asOur ~~the~~in-house ~~person~~and ~~responsible~~partner ~~for~~experts ~~processing~~in ~~has~~storytelling, ~~implemented~~growth ~~numerous~~and ~~technical~~retention marketing, customer strategy, and ~~organizational~~conversion ~~measures~~rate tooptimization ~~ensure~~will ~~that~~help ~~the~~catalyze ~~personal~~efficient ~~data~~growth. ~~processed~~Further ~~via~~we ~~this~~will ~~website~~help isexpand ~~protected~~distribution through retail, internationally as ~~completely~~well as ~~possible~~through partnerships that we can uniquely bring to the table. ~~Nevertheless,~~· ~~Internet-based~~Resources: ~~data~~We ~~transmissions~~provide ~~can~~the ~~generally~~capital, ~~have~~technology ~~security~~stack, ~~gaps~~distribution network, soand operational support that ~~absolute~~allows ~~protection~~the ~~cannot~~acquired bebusiness ~~guaranteed~~team to focus on product development. · Community: For ~~this~~our ~~reason~~acquisition partners, ~~every~~being ~~person~~part ~~concerned~~of isa ~~free~~community toof ~~transmit~~integrated ~~personal~~healing ~~data~~brands tocreates ussynergies byand ~~alternative~~unlocks ~~means,~~scale ~~such~~benefits as& bylearnings ~~telephone~~for all member brands.

Based on management’s belief and experience in the industry, we believe that the following competitive strengths enable us to compete effectively.

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~~Information~~Your ~~on our policies regarding the collection of personal data and provider information can be found on our website www.noeo.co under additional links – data protection declaration.~~Super

Associates Program

	·	*Ingredients*. Your Super produces and manufactures its products with only the best ingredients and nothing else. Each product contains only five to six superfoods with zero fillers, sweeteners, Stevia, artificial flavors, preservatives, or additives. This allows for one of the most vibrant, functional superfood powders on the market. Your Super sources its ingredients from all over the world to ensure that it obtains and utilizes the most nutrient dense, bio-available superfoods on the planet. The ingredients are harvested and naturally dried, which preserves maximum nutritional value and allows its consumers to access the power of nourishment from the depths of the Amazon to the highlands of China every day.

	·	*Established and trusted brands*. Your Super is a well-established brand in the health and wellness industry. In particular, Your Super has been in the space for ten years and has over 30,000 5-star reviews on its products, with over one million customers. Additionally, its products are sold through online channels such as Amazon. Your Super’s customers are impassioned advocates and therefore its customer testimonials and reviews give it an advantage over competitors in storytelling in-market and driving potential customers from considerations to conversion.

WeYour ~~are~~Super currently finalizing our associate’s program whereby companies, individuals, social influencers, bloggers, and others can join and earn commissions on qualifying products. By joining and linking to our website, the associates will be paid commissions of up to 20% on a monthly basis. Most advertising fees are calculated as a percentage of Qualifying Revenues as determined by company policies. We also may offer advertising fees in the form of bounties or other special offers. “Qualifying Revenues” mean amounts we receive from customers’ qualifying purchases, excluding shipping, handling, and gift-~~wrapping~~ ~~fees,~~Brand ~~taxes, and service charges, and less any rebates, credit card processing fees, returns, and bad debt.~~Differentiators

~~Competition~~Our ~~and~~Your ~~Market~~Super ~~Position~~brand is characterized by two primary differentiators:

~~The~~1) ~~Company~~Ingredients ~~plans~~– toWe ~~invest~~use ~~significantly in strengthening our NOEO brand in~~ the ~~global~~best ~~marketplace.~~ingredients, ~~We face competition from many other companies in this sector~~ that ~~are~~is, ~~larger~~the ~~and~~most ~~better~~vibrant, ~~capitalized than we are. As we are fairly new to the market~~functional, ~~and~~superfood ~~there are other companies that are vertically integrated we will need to grow substantially to gain market position for our products.~~powders:

~~Competition~~· inOur ~~the field of mushroom supplements include a variety of options including powders, capsules, teas and other blends. Certain select competitors in the space include~~ingredients: MUD/MTR, FourSigmatic, Now Foods, Your Super, Vital Plan, ONNIT and Goldmine, not to mention all major vitamin and supplement brands such as Jamieson, Garden of Life and Pure Encapsulations, and many more.

~~Development~~o are sourced from all over the world to ensure we get the most nutrient dense, bio-available superfoods on the planet; and o are harvested and naturally dried, preserving maximum nutritional value, allowing access to the power of nourishment from the depths of the Amazon to the highlands of China, every day.

~~The~~· ~~Company~~Each isof inour ~~the~~products ~~process~~contains ofonly ~~relocating~~5 ~~the~~to ~~operations~~6 ofsuperfoods—zero ~~NOEO~~fillers, tosweeteners, ~~the~~Stevia, ~~United~~artificial ~~States~~flavors, preservatives, or additives. Just whole foods.

~~Government~~We ~~Regulations~~are committed to creating superfood mixes and plant protein powders without additives, fillers, sweeteners, or artificial ingredients to help our customers improve their health.

We2) ~~are~~Customer ~~subject~~Testimonials to– ~~various~~While ~~federal,~~there state and local laws, regulations and administrative practices that may affect our business in each of the jurisdictions into which we sell our NOEO products. The safety, formulation, manufacturing, processing, packaging, importation, labeling, promotion, advertising and distribution of products we sell direct to consumer are ~~potentially~~many ~~subject~~new tomarket ~~regulation by several government agencies~~entrants, ~~including~~Your ~~the~~Super ~~German~~has ~~Food~~a ~~Supplements~~10-year ~~Regulation~~track ~~(NemV)~~record ~~and~~with ~~the~~more ~~Federal~~than ~~Office of Consumer Protection and Food Safety (BVL); in the European Union the European Food Safety Authority (“EFSA”)~~30,000 ~~and~~5-star ~~Food~~reviews ~~Supplements directive 2002/46/EC as well as other potential European regulatory bodies, in United States, the Food~~ and ~~Drug~~a ~~Administration,~~community ~~the United States Department~~ of ~~Agriculture~~more ~~(the~~than ~~“USDA”)~~1, ~~and the Federal Food~~000,000 ~~Drug,~~customers ~~and~~who ~~Cosmetic~~have ~~Act~~used ~~(the FDCA), as well as by various state and local agencies. In Canada~~ our products ~~are~~to ~~considered~~unlock ~~Natural~~their ~~Health~~most ~~Products~~vibrant ~~and~~health ~~regulated~~& ~~under the Food and Drugs Act~~lives. InMany ~~all markets regulation~~ of ~~dietary~~these ~~supplements~~customers ~~may~~are ~~include~~impassioned ~~regulation of dietary ingredients~~advocates, ~~labeling~~ and ~~current~~our ~~good~~customer ~~manufacturing~~testimonials ~~practices, which includes quality control, packaging~~ and ~~labeling~~reviews ~~regulations.~~give ~~Claims~~us ~~and~~an ~~promotional~~advantage ~~statements~~in ~~describing~~telling ~~how~~ a ~~product~~compelling ~~affects~~story ~~the structure~~in-market, ~~function~~driving ~~and~~potential ~~general~~customers ~~well-being~~from ofconsideration ~~the body require adequate scientific evidence~~ to ~~support the claim and no statement may expressly or implicitly represent that a dietary supplement will diagnose, cure, treat or prevent a disease~~conversion.

InWe ~~addition,~~are ~~advertising~~committed ~~for~~to ~~dietary~~creating ~~supplements~~superfood inmixes ~~all markets will have various rules~~ and ~~regulations~~plant ~~including~~protein ~~guidance~~powders ~~and~~without ~~protocols~~additives, ~~for~~fillers, ~~product claims~~sweeteners, ~~claims about whether product packaging is recyclable~~ or ~~compostable,~~artificial asingredients ~~well as deceptive advertising methods. Governing bodies in all jurisdictions have the ability~~ to ~~levy~~help ~~monetary~~you ~~sanctions~~improve ~~and~~our ~~impose penalties that could severely limit a company~~customers’s ~~business practices in the event of noncompliance~~health. ~~Of key importance is adequate substantiation for all claims made in advertising to avoid the use of false or misleading advertising claims.~~

Chopra

	·	*Unique Information and History*. Chopra’s teachings combine over thirty years of Deepak’s wisdom and scientific research coupled with the 5,000-year-old healing system of Ayurveda designed to unlock your body’s natural healing abilities. Chopra is thus uniquely positioned to provide timeless and proven well-being solutions to health issues, better than other wellness companies can.

	·	*Education*. Chopra is a pioneer of integrated health in the western hemisphere, therefore Chopra has become an expert at distilling information and teaching our community simple self-care tools to address the stressors of modern life.

	·	*Engaging through Journeys*. Chopra has created guided journeys for spiritual and personal expansion and thus it has become its forte. By providing step by step guidance, Chopra teaches people how to build healthy habits for life, whatever stage the individual is in. Each habit is personalized to the individual’s “triggers”, therefore it will help unlock the “algorithm of life”.

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AsChopra is common in our industry, we rely on our suppliers and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and statutory requirements. In general, we seek certifications of compliance, representations and warranties, indemnification and insurance from our suppliers and contract manufacturers if available. However, even with adequate certifications, representations and warranties, insurance and indemnification, any claims of non-~~compliance~~ ~~could~~Brand significantly damage our reputation and consumer confidence in the products we sell. In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or withdraw such products from our stores. In order to comply with applicable statutes and regulations, our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain of their products and we have revised certain provisions of our sales and marketing program.Differentiators

~~New~~Our orChopra ~~revised~~brand ~~federal,~~is ~~state~~characterized ~~and~~by ~~local~~the ~~laws~~following ~~and~~key ~~regulations affecting our business or our industry, such as those relating to adaptogenic products could result in additional compliance costs.~~differentiators:

~~Environmental~~· ~~Regulations~~Unique Wisdom & Lineage. Our Chopra teachings combine more than 30 years of Dr. Deepak Chopra’s wisdom and scientific research coupled with the 5,000 year-old healing system of Ayurveda designed to unlock one’s body’s natural healing abilities. Through this accumulated knowledge, wee are uniquely positioned to provide timeless and proven well-being solutions. · Anchored in Education. As pioneers of integrated health in the west, the Chopra brand offering has become expert at distilling information and teaching our community simple self-care tools to address the stressors of modern life. · Engaging through Journeys. Creating guided journeys for spiritual and personal expansion is the Chopra forte. By providing step by step guidance we teach people how to build healthy habits for life, whatever stage they’re in, personalized to their triggers to help unlock the “algorithm of life.”

WeGrowth are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.Strategies

~~While~~We ~~our~~will ~~intended~~strive ~~projects~~to ~~and~~grow ~~business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on~~ our ~~potential~~business ~~customers could adversely affect us~~ by ~~increasing~~pursuing ~~our~~the ~~operating~~following ~~costs~~growth orstrategies: ~~decreasing demand for our products or services, which could have a material adverse effect on our results of operations.~~

Acquisition of Additional Businesses. The health and wellness industry is highly fragmented with a large pool of companies representing significant opportunity for industry consolidation. We plan to continue our strategy of acquisition over the next 12 months. We expect to pay for any additional businesses that we might acquire through a combination of share capital and cash, some of which we expect to be provided through our credit facility in place for this purpose. We do not currently have sufficient capital internally to complete any additional acquisitions. We expect to raise capital for additional acquisitions primarily through debt financing and equity offerings by us. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. There is no guarantee that we will be able to acquire additional businesses under the terms outlined above or that we will be able to find additional acquisition candidates in our target health and wellness sector.

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Our overarching strategic objectives are:

	o	Initially target the acquisition of scientifically backed companies in the $165 billion supplement and nutraceutical product segment.

	o	Operate our acquisitions as individual brands under the Healing Company umbrella.

	o	Create portfolio synergies, cross sell, upsell, and, over time, add diagnostics, content and coaching.

	o	Yield more health and healing impact, greater loan to value, lower customer acquisition costs and lower operating expenses.

Increase Sales from Existing and New Customers. We expect to continue to drive growth for our consumer products branded businesses through our increased focus on our existing brands and the acquisition of new brands and our continued expansion in various health and wellness categories. We expect these efforts to result in incremental sales growth with existing customers plus new customer additions. We expect that our focus on delivering tangible benefits to consumers through product innovation will not only benefit us but also benefit our customers.

We intend to grow our existing brands through the following strategies:

Growing our Your Super Brand

Our growth strategy for our Your Super brand is grounded in three tenets:

New Product Development: Creating a steady pipeline of new products, formulated to meet our customers’ most important health needs, and that meet our standards of being easy, healthy, and delicious to use is critical to continue engaging our existing base and bringing in new customers. Consumer response to the launch of our nootropic coffee creamer alternative, Coco Clarity, in May of 2023, which was the first new product for Your Super in more than two years and which has become our number three SKU with a 4.8 star rating, is evidence of the existing demand for new Your Super products. Currently, in our Your Super product development pipeline we are working on a mix to promote hydration and we expect to be developing new products relating to, among other things, lactation and sleep.

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Multi-Channel Distribution: Our primary goals in our distribution efforts continue to be focused on

	o	Continuing to cultivate our retail channels, including our Your Super store on Amazon, as strong complements to our D2C, direct to consumer, core;

	o	Driving profitable growth through both investment in targeted marketing to drive retail velocity and other third-party distribution channels; and

	o	Minimizing complexity and distraction to our core business while getting a jumpstart in the channel.

Organic-Focused Growth Engine: Your Super utilizes powerful storytelling and positioning that creates, we believe, a rising tide across all of our marketing channels; we will continue to invest in SEO, CRO, and content marketing to both generate organic traffic and convert that traffic to sales; and we will continue to operationalize and optimize a rapid creative and funnel testing engine that will allows us to test, learn, and exploit the most efficient growth funnels across multiple marketing channels. Additionally, we intend to cultivate other organic and/or fixed-customer acquisition cost channels through the cultivation of brand partnerships and the launch of a brand ambassador program.

Growing our Chopra Brand

Our Chopra brand’s growth strategy is based around four core pillars:

	·	*Daily Nourishing Rituals:* Chopra will provide a combination of products and content to meet daily needs and to help build healthy living habits during the different times of the day – from wake-up, to nutrition, to stress management, to sleep.

	·	*Seasonal Cleanses:* It often occurs where there is an alignment to the annual equinoxes and solstices and the Ayurvedic calendar to complete detoxification rituals that will help cleanse and reset from physical, mental, and emotional toxification. The Chopra detox kit, meditation, and breathwork programs will form core parts of these rituals.

	·	*In Person Immersions:* Through our current Chopra retreats or future experiences in development, we will expand opportunities for like-minded people to connect and experience a full 360-degree change through education, massage, breathwork, meditation, diet, and community support.

	·	*Community and Connection:* Building our Chopra community of educators, teachers, and those seeking to learn and grow, the Chopra community has always been, and will continue to be, a thriving and essential part of the Chopra brand around the world.

Intellectual Property

OnWe ~~April~~believe 8,trademark ~~2020,~~protection ~~Greenstein~~is ~~was~~particularly ~~granted~~important registration of a European Union Word Trademark under registration number 0181128883 and on May 22, 2020, Greenstein was granted registration of a European Union Figurative Trademark under registration number 018132357. On February 1, 2022, pursuant to ~~an assignment agreement, application was made to transfer~~ the ~~trademarks~~maintenance toof ~~NOEO GmbH. On February 4, 2022,~~ the ~~application~~recognized ~~was~~brand ~~rejected~~names ~~for~~under ~~deficiencies.~~which ~~The~~we ~~applications~~market ~~were~~our ~~resubmitted, and the trademarks were assigned to NOEO on March 10, 2022~~products.

We protect our intellectual property rights through a variety of methods, including trademark, patent and trade secret laws, as well as confidentiality agreements and proprietary information agreements with vendors, employees, consultants and others who have access to our proprietary information. Protection of our intellectual property often affords us the opportunity to enhance our position in the marketplace by precluding our competitors from using or otherwise exploiting our brands. We are also a party to several intellectual property license agreements relating to certain of our products. The duration of our trademark registrations is generally 10, 15 or 20 years, depending on the country in which the marks are registered, and we can renew the registrations. The scope and duration of our intellectual property protection varies throughout the world by jurisdiction and by individual product. Our global trademark portfolio, with the aforementioned registration durations, consists of our core marks for our business and our proprietary product brands which drive significant brand awareness for all of our businesses. Our proprietary product formulas and recipes, maintained as trade secrets, are significant to our growth and success as they form the foundation for our production and sales of effective, high quality products.

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Employees

We currently have ~~seven~~twenty ~~(7)~~ employees including our Chief Executive Officer ~~and Chief Financial Officer~~. We have also retained various independent consultants to serve in key operational roles, such as Chief Financial Officer, and other executives in marketing, strategy and implementation. Further, we have engaged ~~scientific~~ advisors ~~in order~~ to assist our executive management with the ongoing execution of our business plan and expansion of our current product ~~line~~lines.

~~14 Table of Contents~~Regulation

The supplement and nutrition sector of the health and wellness industry, in general, is subject to varying degrees of regulation by a number of government authorities in the United States, including the FDA, the Federal Trade Commission, or the FTC, the Consumer Product Safety Commission, or the CPSC, the U.S. Department of Agriculture, or the USDA, and U.S. Environmental Protection Agency, or the EPA. Various agencies of the state and localities in which we operate and in which our products are sold also regulate our business.

The areas of our business that these and other authorities regulate include, among others:

	·	product claims and advertising;

	·	product labels;

	·	product ingredients; and

	·	how our products are manufactured, packaged, distributed, imported, exported, sold and stored.

In addition, our products sold in foreign countries are also subject to regulation under various national, local and international laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements and over-the-counter drugs.

Particular Regulations Applicable to our Your Super Brand

Overview

Your Super is subject to health claim regulations that differ in each of its major markets, including the US, EU, and UK, and which dictate if and how we are able to speak to the benefits of our Your Super products. Currently, we are generally able to speak to structure/functional benefits of our Your Super product formulations, in certain cases subject to meeting minimum nutrient thresholds.

Details

The regulatory environment for the supplements, nutraceuticals, superfoods, and plant-based nutrition industries varies across the US, UK, and Europe. While there are similarities, there are also notable differences in how regulations impact the sale and marketing of products in these industries.

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The United States

In the US, the regulation of these industries primarily falls under the purview of the Food and Drug Administration (FDA). Dietary supplements are regulated under the Dietary Supplement Health and Education Act (DSHEA) of 1994. Under DSHEA, supplements are considered a category of food and are not subject to pre-market approval by the FDA. Whether a supplement or a food product, companies are responsible for ensuring the safety and labeling compliance of their products. The FDA can take action against products that are deemed unsafe or misbranded.

Regarding marketing, companies are prohibited from making certain specific health claims about their products unless they have been approved by the FDA. However, they can make general structure/function claims that do not claim to diagnose, treat, cure or prevent specific disease, which is what Your Super does today. The FDA has the authority to take action against companies making false or misleading claims.

The Federal Food, Drug and Cosmetic Act, or the FDA Act, permits structure/function claims to be included in labels and labeling which are truthful and not misleading. Permissible structure/function claims may describe how a particular nutrient or dietary ingredient affects the structure, function or general well-being of the body, or characterize the documented mechanism of action by which a nutrient or dietary ingredient acts to maintain such structure or function. The label or labeling of a product marketed as a dietary supplement may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat or prevent a disease (i.e. a disease claim). If the FDA determines that a particular structure/function claim is an unacceptable disease claim that causes the product to be regulated as a drug, a conventional food claim or an unauthorized version of a “health claim,” or, if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading in any particular, we would be prevented from using the claim and would have to update our product labels and labeling accordingly. We take a number of actions to ensure that our labeling complies with this regulatory framework, including, undertaking third-party review of our labeling.

United Kingdom

In the UK, the regulation of these industries is overseen by several authorities, including the Food Standards Agency (FSA) and the Medicines and Healthcare products Regulatory Agency (MHRA). The FSA primarily regulates food safety and labeling, while the MHRA oversees medicines and medical devices.

Supplements and nutraceuticals are generally classified as food products in the UK. Companies must comply with food safety regulations and ensure accurate labeling. Health claims made on products must be authorized by the European Food Safety Authority (EFSA) or be on the list of permitted claims. The MHRA regulates products that are considered medicinal, and these require specific authorization. Currently all of the Your Super products are classified as food products in the UK.

Europe

In Europe, the regulation of these industries is governed by the European Union (EU) and its member states. The EU has established regulations for food safety, labeling, and health claims through various directives and regulations. The EFSA plays a crucial role in evaluating health claims and determining their scientific substantiation.

Companies must comply with EU regulations on food safety and labeling. Health claims must be authorized by the EFSA, and only those on the authorized list can be used. The EU also has specific regulations for novel foods, including superfoods and plant-based products, which require pre-market authorization.

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Federal Trade Commission and State Authorities

The FTC exercises jurisdiction over the advertising of all consumer products and requires that all advertising to consumers be truthful and non-misleading. The FTC actively monitors the advertising of dietary supplements, nutraceuticals and health-related products and has instituted numerous enforcement actions against companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. FTC enforcement actions may result in consent decrees, cease and desist orders, judicial injunctions and the payment of fines with respect to advertising claims that are found to be unsubstantiated.

Additionally, U.S. State consumer protection authorities prohibit deceptive and unfair practices and may take action against companies deemed to defraud or deceive consumers.

We take a number of actions to ensure that our advertising and marketing is not false or misleading, including, undertaking third-party review of our labeling.

New Legislation or Regulation

Legislation may be introduced which, if passed, would impose substantial new regulatory requirements on dietary supplements and other health products. We cannot determine what effect additional domestic or international governmental legislation, regulations, or administrative orders, when and if promulgated, would have on our business in the future. New legislation or regulations may require the reformulation of certain products to meet new standards, require the recall or discontinuance of certain products not capable of reformulation, impose additional record keeping or require expanded documentation of the properties of certain products, expanded or different labeling or scientific substantiation.

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ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this report, before purchasing our securities. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. [Please refer to the section titled “Cautionary Statement Regarding Forward-Looking Statements.”]

Risks Related to our Business and Industry

We are an early-stage company with a limited operating history.

While we were incorporated in Nevada in 2008, we have a limited operating history upon which you can evaluate our business and prospects. Our prospects must be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets, particularly the markets for ~~nutraceuticals and other~~ health and wellness products. You should consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays and other adverse factors. These risks are described in more detail below.

~~The~~We ~~Company~~have ~~has~~ a history of losses and may continue to incur losses in the future.

~~The~~We ~~Company~~have ~~has~~ incurred both operating and net losses in each of ~~its~~our last two fiscal years, and current fiscal year, and may continue to incur losses in the future as itwe ~~continues~~continue to build ~~its~~our brand and invest in ~~its~~our products and acquisitions. This lack of profitability limits the resources available to ~~the~~us ~~Company~~ to fund ~~its~~our operations and to invest in new products and services and otherwise improve ~~its~~our business operations. ~~The~~We ~~Company~~ cannot assure you that itwe will be able to operate profitably or generate positive cash flows. If ~~the~~we ~~Company~~ cannot achieve profitability, itwe may be forced to cease operations and you may suffer a total loss of your investment.

We have limited revenues, are currently experiencing operating losses and we may not be able to manage our businesses on a profitable basis.

We had no revenues prior to our acquisition of ~~NOEO~~Your ~~GmbH~~Super in ~~March~~October 2022. Since ~~that~~then, ~~time~~and taking into account our acquisition of the Chopra Assets in March 2023, our revenues have been limited and we have generated losses. To support our operations, we have relied on ~~short~~proceeds ~~term~~from ~~loans~~sale ~~from~~of ~~shareholders~~stock and ~~proceeds~~a ~~from~~credit ~~sale~~facility dedicated to support the acquisition of ~~stock~~new brands. For the year ended June 30, ~~2022~~2023, we generated an operating loss of $824,~~261~~238,~~868~~407 and a net loss of $821,~~264~~308,~~200~~823. For the year ended June 30, ~~2021~~2022, we generated an operating loss of $~~113~~8,~~347~~261,868 and a net loss of $~~113~~8,~~347~~264,200. We cannot assure you that we will achieve profitably, that we will have adequate working capital to meet our obligations as they become due or that any revenues generated will be sufficient to fund our current and planned operations. Management believes that our success will depend on our ability to successfully complete additional acquisitions of profitable ~~nutraceutical and other~~ health and wellness product companies. We cannot guarantee that we will be successful in completing acquisitions of any other companies or that we will successfully integrate acquired companies. We cannot assure you that even if we are successful in completing the acquisitions, we will be successful in profitably managing such companies,’ acquired assets and brands. We cannot assure you that we will achieve or maintain profitability for any period of time or that investors will not lose their entire investment.

If we fail to implement our business plan and complete acquisitions as planned, our ~~mission will fail and our~~ business will suffer accordingly.

Our mission is the creation of a world-class ~~nutraceutical~~health and wellness company engaged in the development, manufacture and sales of quality ~~nutraceutical and related~~ health, wellness and lifestyle products for distribution to an expanding global marketplace. We expect that our holding company strategy through which we plan to acquire profitable but undervalued target companies and products will enable us to accelerate the development and expansion of our brand and product portfolio, ~~manufacturing capacity~~ and distribution channels. If we are unable execute our strategy of completing acquisitions as planned, we will not be able to fulfill our mission or grow our business as fast as we expected.

15We ~~Table~~are ofa ~~Contents~~holding company and thus dependent, in part, on acquired businesses to fund operations.

WeOur ~~are~~business aplan ~~holding~~is ~~company~~based on our finding and ~~thus~~acquiring ~~dependent~~high onpotential ~~acquired~~health ~~subsidiaries~~and towellness ~~fund~~product ~~operations~~companies. We define high potential as companies that have significant growth, profit and health and wellness impact potential.

~~Our~~If ~~business~~we ~~plan~~are isunable ~~based~~to onfind ~~our~~appropriate ~~finding~~companies ~~and~~that ~~acquiring~~we define as high potential ~~wellness~~in ~~product~~an ~~companies,~~adequate ~~starting~~time inperiod ~~the~~it ~~supplement~~may ~~and~~mean ~~nutraceuticals~~that ~~space~~we will be unable to sustain operations. WeFurther, ~~define~~in ~~high~~addition ~~potential~~to asthird-party ~~companies~~funding ~~that~~sources, ~~have~~which ~~significant~~may ~~growth~~not be available to us on favorable terms, ~~profit~~it at all, we will be dependent on revenues generated by our acquired businesses which may not be sufficient to sustain operations and ~~health~~may ~~impact~~make ~~potential~~it more difficult to acquire additional targeted business opportunities. This may put us under operational pressure to reduce costs or raise more financing.

If21 weTable ~~are~~of unable to find appropriate companies that we define as high potential in an adequate time period it may mean that we will be unable to sustain operations. Further, we will be dependent on revenues generated by our acquired subsidiaries which may not be sufficient to sustain operations and may make it more difficult to acquire additional targeted business opportunities. This may put us under operational pressure to reduce costs or raise more financing.Contents

Our acquisitions may result in significant transaction expenses, and integration and consolidation risks, and we may be unable to profitably operate our consolidated company.

We are engaged in the business of acquisition, operation and management of ~~nutraceutical~~health and ~~related~~wellness ~~products~~companies and brands. Our acquisitions may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and services and integrating the acquired companies or brands. We may not have sufficient management, financial and other resources to integrate companies we acquire or to successfully operate new businesses and we may be unable to profitably operate our expanded company. Moreover, any new businesses that we may acquire, once integrated with our existing operations, may not produce expected or intended results.

If the large consumer ~~packaged~~ goods businesses or investment funds make substantial investments in the market sector in which we ~~will~~ operate, itthis could push up asset prices making acquisitions harder to complete and more expensive for us.

Our growth is dependent on management’s ability to identify and acquire suitable companies for acquisition.

Management will be working to identify business acquisitions and to negotiate purchase agreements favorable to the Company. These potential acquisitions, once identified, will require financial, legal and operational due diligence. If management fails to perform this due diligence adequately, ~~then~~ there is a risk that the acquired businesses may unfavorably impact on our operations.

~~Loss~~Our ofrecently ~~members~~completed ofacquisitions ~~our~~are ~~executive~~subject ~~team~~to ~~will~~uncertainties ~~impact~~and ~~our growth~~risks.

We ~~are~~recently ~~very~~completed ~~reliant~~the onacquisition ~~our~~of ~~team~~the ~~and~~Your ~~partners~~Super ~~(marketing,~~superfoods ~~product~~business ~~development,~~and ~~technology,~~a ~~sales~~suite ~~distribution)~~of tooperating ~~support~~assets ~~companies~~from ~~with~~Chopra ~~their~~Group ~~growth~~under the Chopra brand. IfThere is no assurance that we ~~are~~will ~~unable~~realize tothe ~~retain~~benefits ~~and~~anticipated ~~motivate~~from our ~~core~~acquisition ~~executive~~of ~~team~~these ortwo ~~the~~businesses. ~~partners~~There is no assurance that we ~~have~~will ~~commercial~~be ~~services~~able ~~contracts~~to ~~with,~~successfully ~~then~~integrate wethese ~~will~~two ~~struggle~~new tobusiness ~~support~~lines into our management and organizational structure. The process of combining the ~~companies~~operations of Your Super and the Chopra business lines that we ~~acquire~~acquired ~~with~~could ~~the~~prove ~~growth~~difficult toor ~~fulfill~~unsuccessful and this could have a material adverse effect on us and our ~~business~~financial ~~plan~~condition.

The growth of our acquired businesses will be dependent on the management of those businesses as well as our ability to support their growth.

Our business model is reliant, in part, on the founders or executives of the companies we acquire continuing to operate the business and working with us to grow their businesses. If these founders or executives choose to leave unexpectedly post-acquisition it will create operational pressures on us to operate in their absence, and could negatively impact the culture, operation and performance atof the acquired company. This could have a material negative impact on sales and profitability.

We may not be able to manage future growth effectively.

We expect to continue to experience significant growth. Should we keep growing rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth, our costs may increase disproportionately, our future revenues may not grow or may decline, and we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and the value of your investment.

16Our ~~Table~~success depends on the experience and skill of ~~Contents~~our board of directors, executive officers, and key personnel, whom we may not be able to retain, and we may not be able to hire enough additional personnel to meet our needs.

We are very dependent on Simon Belsham, our co-founder, Chief Executive Officer, President and Director, and Justin Figgins, our Chief Financial Officer, Treasurer, Secretary and Head of Strategy and Mergers and Acquisitions. We are also very reliant on our board of directors, to set policy and provide strategic guidance, and to the rest of our management team and other partners who provide marketing, product development, technology, sales distribution and general management services to our acquired businesses to support their integration and growth. There can be no assurance that any of these persons will continue to be employed with or engaged by us for a particular period of time. The loss of any member of our board of directors or executive officer or any of our senior management team or advisors could harm our business, financial condition, cash flow and results of operations.

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The success of our strategy will depend on a well-defined management structure and the availability of a management team with proven competencies in the identification, acquisition and integration of complementary companies and assets. To implement our business plan, we will need to keep the personnel that we currently have and, if our business is to grow as planned, we will need additional personnel. We cannot assure you that we will be successful in retaining our present team or in attracting and retaining additional personnel. If we are unable to attract and retain key personnel or are unable to do so in a cost-effective manner, our business may be materially and adversely affected.

Our management is domiciled in the United State and Europe which may present some limited risk to operations.

Our management team is spread out geographically across the US and Europe and so any further restrictions in travel due to a pandemic may present some limited risk to our ability to operate, build a team culture and effectively operate our business.

Although dependent on certain key personnel, we do not have any key man life insurance policies on any such people.

We are dependent on our executive officers and management team to conduct our operations and execute our business plan, however, we have not purchased any insurance policies with respect to our executives and senior managers in the event of the death or disability of any of these persons. Therefore, if any of our executive officers or other members of our management team dies or becomes disabled, we will not receive any compensation to assist with any such created absence.

Our ability to obtain continued financing is critical to the growth of our business. We will need additional financing to fund operations, which additional financing may not be available on reasonable terms or at all.

Our future growth, including the potential for future market expansion will require additional capital. We will consider raising additional funds through various financing sources, including the procurement of commercial debt financing. However, there can be no assurance that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to execute our growth strategy, and operating results may be adversely affected. Any additional debt financing will increase expenses and must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility.

Our ability to obtain financing may be impaired by such factors as the capital markets, both generally and specifically in our industry, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, are not sufficient to satisfy our capital needs, we may be required to decrease the pace of, or eliminate, our future product offerings and market expansion opportunities and potentially curtail operations.

Even if ~~the~~we ~~Company~~obtain ~~obtains~~ financing for ~~its~~our near-term operations, itwe ~~expects~~expect that itwe will require additional capital thereafter., ~~The~~in ~~capital~~part ~~needs~~to ofsupport ~~the~~any ~~Company~~future acquisitions. Our capital needs will depend on numerous factors including: (i) profitability; (ii) the release of competitive products by competitors; (iii) the level of investment in R&D; and (iv) the amount of ~~the~~our ~~Company’s~~ capital expenditures, including acquisitions. There can be no assurance that ~~the~~we ~~Company~~ will be able to obtain capital in the future to meet ~~its~~our needs.

~~Unfavorable~~If ~~publicity~~we orlose ~~consumer perception of~~ our ~~products~~existing ~~and~~business ~~any~~acquisition ~~similar~~credit ~~products~~line ~~distributed~~our byplan ~~other~~of ~~companies~~operations could ~~have~~be anegatively ~~material adverse effect on our business~~affected.

We ~~believe~~have ~~the~~entered ~~nutritional~~into ~~supplement~~a ~~market~~credit isagreement ~~highly~~with ~~dependent~~certain ~~upon~~lenders ~~consumer~~who ~~perception~~agreed ~~regarding~~to ~~the~~extend ~~safety,~~a ~~efficacy~~credit ~~and~~facility ~~quality~~to ofus ~~nutritional~~consisting ~~supplements~~of ~~generally,~~up asto ~~well~~$150 asmillion ofin ~~products~~accordance ~~distributed~~with ~~specifically~~the byterms ~~us. Consumer perception~~ of ~~our~~the ~~products~~agreement) ~~can~~in beaggregate ~~significantly~~principal ~~influenced~~amount byof ~~scientific~~term ~~research~~loan ~~or findings~~commitments, ~~regulatory investigations, litigation, national media attention and other publicity regarding~~ the ~~consumption~~proceeds of ~~nutritional~~which ~~supplements.~~may ~~There~~be ~~can~~used beto noacquire ~~assurance~~assets that ~~future~~are ~~scientific~~deemed ~~research,~~eligible ~~findings,~~by ~~regulatory~~meeting ~~proceedings,~~certain ~~litigation,~~criteria. ~~media~~To ~~attention~~date, orwe ~~other~~have ~~research~~drawn ~~findings~~down or$4.87 ~~publicity~~million ~~will~~under bethe ~~favorable~~terms toof ~~the~~this ~~nutritional~~agreement ~~supplement~~in ~~market~~order orto ~~any~~facilitate ~~particular~~the ~~product,~~purchase orof ~~consistent~~our ~~with~~first ~~earlier~~two ~~publicity~~acquisitions. ~~Future~~We ~~research~~expect ~~reports,~~to ~~findings,~~be ~~regulatory~~able ~~proceedings,~~to ~~litigation,~~access ~~media~~this ~~attention~~credit orfacility ~~other~~for ~~publicity~~future ~~that~~acquisitions ~~are perceived as less favorable than, or~~ that ~~question,~~we ~~earlier~~may ~~research~~determine ~~reports,~~to ~~findings~~pursue orbut ~~publicity~~we ~~could~~cannot ~~have~~be asure ~~material~~that ~~adverse~~this ~~effect~~credit onfacility ~~the~~will ~~demand~~remain ~~for~~available ~~our~~to ~~products~~us ~~and~~under ~~our~~all ~~business, results of operations, financial condition and cash flows~~circumstances. If ~~Our~~we ~~dependence~~were ~~upon~~to ~~consumer~~lose ~~perceptions~~access ~~means~~to ~~that~~this ~~adverse~~source ~~scientific~~of ~~research~~acquisition ~~reports,~~related ~~findings~~loans, ~~regulatory~~our ~~proceedings,~~plans ~~litigation,~~for ~~media~~future ~~attention~~acquisitions orcould ~~other~~be ~~publicity~~jeopardized, ~~whether~~we ormay not ~~accurate~~be orable ~~with~~to ~~merit,~~raise ~~could~~required ~~have~~funding afrom ~~material~~other ~~adverse~~sources ~~effect~~for ~~on us,~~ the ~~demand~~completion ~~for~~of ~~our~~planned ~~products,~~acquisitions and our ~~business,~~ results of operations, ~~financial~~and ~~condition~~general ~~and~~business ~~cash~~prospects ~~flows.~~could ~~Further~~suffer, ~~adverse~~our ~~publicity~~stock ~~reports~~price orcould ~~other~~decline ~~media attention regarding the safety, efficacy~~ and ~~quality~~your ofinvestment ~~nutritional supplements~~ in ~~general, or~~ our ~~products~~common ~~specifically,~~stock ~~or associating the consumption of nutritional supplements with illness,~~ could ~~have~~be ~~such a material adverse effect~~lost. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

~~There~~A isdefault ~~significant~~on ~~growth in~~ the ~~wellness~~terms ~~market~~of ~~at the moment, especially emerging from the COVID pandemic. However, if consumer sentiment changes and people revert back from~~ a ~~heathy~~senior ~~lifestyle~~secured ~~focus~~credit ~~then~~facility it could ~~cause~~result ~~the~~in ~~market~~acceleration toof ~~decline~~our (loans or ~~grow~~foreclosure aton aour ~~slower rate than forecast) and some businesses will fail~~assets.

~~Our~~As ~~success~~of isSeptember ~~linked~~20, to2023, we were out of compliance for the ~~size~~month ended August 31, 2023 with a financial covenant in our credit agreement requiring us to maintain at least $2,000,000 in unrestricted and ~~growth~~unencumbered ~~rate~~cash. Additionally, as of ~~the~~September ~~vitamin~~30, ~~mineral~~2023, ~~and~~our ~~supplement~~monthly ~~market~~EBITDA ~~and~~for anYour ~~adverse~~Super ~~change~~was less than $75,000 which, under our credit agreement, resulted in a borrowing base deficiency with respect to the ~~size~~Your orSuper ~~growth~~acquisition. These ~~rate~~two defaults entitled our lenders, upon notice to us, to take action to enforce their rights against us including, but not limited to, demanding immediate payment of ~~that~~their ~~market~~outstanding ~~could~~loans ~~have~~to aus ~~material~~in ~~adverse~~the ~~effect~~principal amount of $4,873,163, as of September 30, 2023, and enforcing their liens on usour Your Super and Chopra operating assets.

AnOn ~~adverse~~October ~~change~~12, in2023, ~~size~~we orentered ~~growth~~into ~~rate~~a oflimited waiver to the ~~vitamin~~credit agreement with our lenders, ~~mineral~~waiving the two breaches referenced above provided that (i) we regain compliance with our cash covenant referenced above no later than, and ~~supplement~~remain ~~market~~compliant ~~could~~after, ~~have~~November 30, 2023, and (ii) we deposit $150,000 into a ~~material~~special ~~adverse~~reserve ~~effect~~collection account on ~~us.~~behalf ~~Underlying~~of ~~market~~the ~~conditions~~secured ~~are~~lenders ~~subject~~prior to ~~change~~the ~~based~~earlier onto ~~economic~~occur ~~conditions,~~of ~~consumer~~(x) ~~preferences~~November 30, 2023 and (y) the ~~impact~~closing of ~~COVID-19~~a ~~and~~sale ~~other~~of ~~factors~~our ~~that~~equity ~~are~~in ~~beyond~~an ~~our~~amount ~~control~~of not less than $2,000,000. ~~including~~Our ~~media~~failure ~~attention~~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 ~~scientific~~remedies ~~research~~against us under the credit agreement, ~~which~~including ~~may~~acceleration beof ~~positive~~our orloans, ~~negative~~foreclosure and collection actions.

17As ~~Table~~of the date of ~~Contents~~this Annual Report, we have a limited amount of cash available to us for operations and additional acquisitions. While management is confident about a near-term equity raise, we cannot guarantee at this time that we will be able to raise sufficient funds in the near term, on terms favorable to us, if at all, to comply with the terms of the limited waiver or to continue our business growth strategy. If we are unable to timely raise additional equity financing and our secured lenders exercise their right to accelerate our loan or foreclose on our assets, you may lose your investment in us.

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Our success is linked to the size and growth rate of the markets in which we are currently operating, health and wellness and super foods, and an adverse change in the size or growth rate of those markets could have a material adverse effect on us.

An adverse change in size or growth rate of the health and wellness and super foods markets could have a material adverse effect on us. Underlying market conditions are subject to change based on economic conditions, consumer preferences, the lingering impact of COVID-19 or other possible pandemics and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.

General economic conditions, including a prolonged macroeconomic downturn, may negatively affect consumer purchases, which could adversely affect our sales, as well as our ability to access credit on terms previously obtained.

Our results are dependent on a number of factors impacting consumer spending, including general economic and business conditions;, consumer confidence;, wages and employment levels;, the housing market;, consumer debt levels;, availability of consumer credit;, credit and interest rates;, fuel and energy costs;, energy shortages;, taxes;, and general political conditions, both domestic and abroad. Consumer product purchases, including purchases of our products, may decline during recessionary periods. A prolonged downturn or an uncertain outlook in the economy may materially adversely affect our business, revenues and profits and the market price of our common stock, and we cannot be certain that funding for our capital needs will be available from our existing financial institutions and the credit markets if needed, and if available, to the extent required and on acceptable terms. If we cannot obtain funding when needed, in each case on acceptable terms, we may be unable to adequately fund our operating expenses ~~and~~or ~~fund~~our ~~required~~planned capital expenditures, which, taken together, may have an adverse effect on our revenues and results of operations.

We operate in highly competitive and fast-evolving industries, and our failure to compete effectively could affect our market share, financial condition and growth prospects adversely.

The markets in which we operate are characterized by rapid ~~technological~~ changes, frequent new product introductions, established and emerging competition, ~~extensive intellectual property disputes and litigation,~~ price competition, aggressive marketing practices, evolving industry standards and changing customer preferences. Accordingly, our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies operating in rapidly changing and competitive markets.

The ~~nutritional~~health ~~supplement~~and wellness industry is a large and growing industry and is highly fragmented in terms of both geographical market coverage and product categories. The market for ~~nutritional~~health ~~supplements~~and wellness products is highly competitive in all our channels of distribution. We compete with companies that may have broader product lines or larger sales volumes, or both, than we do, and our products compete with nationally advertised brand name products. These national brand companies have resources greater than ours. Numerous companies compete with us in the development, manufacture and marketing of ~~nutritional~~health ~~supplements~~and wellness products worldwide. The market is highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. We also may face competition from low-cost entrants to the industry, including from international markets. Increased competition from companies that distribute through the wholesale channel, especially the private label market, could have a material adverse effect on our business, results of operations, financial condition and cash flows as these competitors may have greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities far greater than ours. We are also subject to competition in the attraction and retention of employees. Many of our competitors have greater financial resources and can offer employees compensation packages with which it is difficult for us to compete.

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Our failure to appropriately respond to changing consumer preferences and demand for new products and services could harm our customer relationships and product sales significantly. The success of our new product offerings depends upon a number of factors, including our ability to:

· accurately anticipate customer needs; · innovate and develop new products; · successfully commercialize new products in a timely manner; · price our products competitively; · ~~partnerships~~partner with suppliers and manufacturers for our products and deliver our products in sufficient volumes and in a timely manner; and · differentiate our product offerings from those of our competitors.

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We have also entered the digital marketing industry as a way to promote the products and brands that we sell. We compete with other advertising service providers that may reach our target audience by means that are more effective than our services. Further, if such other providers of advertising have a long operating history, large product and service suites, more capital resources and broad international or local recognition, our operating results may be adversely affected if we cannot successfully compete.

The digital advertising market is rapidly developing. Accordingly, the development of the markets in which we operate makes it difficult to evaluate the viability and sustainability of our business and its acceptance by advertisers and clients. We cannot assure you that we will be profitable every year. We expect that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in operating losses.

We may not be able to compete effectively in some or all our markets, and our attempt to do so may require us to reduce our prices, which may result in lower margins. Failure to compete effectively could have a material adverse effect on our market share, business, results of operations, financial condition, cash flows and growth prospects.

We face significant competition in the health and wellness industry and we may face increased competition from smaller companies in our industry which could impact our business.

There is significant competitor risk in the health and wellness industry. Barriers to entry are low, there is minimal regulation that governs a large portion of the product offerings in this space and new entrants enter the market regularly. These factors may impact our ability to grow our business as they may negatively affect sales of our existing products or our ability to acquire or introduce new products as we compete with new companies better funded than we are that begin to enter our market.

Also, Increased competition from smaller companies in our market space could negatively impact our business. This competition could drive up customer acquisition costs, reduce customer loyalty, and push up supply prices. Further, should these competitors’ products experience health or safety issues, that could impact the reputation of the overall market segment and thus impact our operations.

New entrants may have better products than ours or more effective marketing for similar products. This could impact our sales of existing products and businesses we may have acquired.

Growth in a digital world is very reliant on a limited number of marketing platforms and their operational changes.

Google and Meta Group still command >more than 50% of all digital marketing spent in the US and Europe. ~~They~~These platforms are key to ~~attract~~attracting consumers to our products. In addition, Apple is an important operator that facilitates these businesses and has recently made significant changes to its data privacy rules that have impacted many companies’ abilities to operate efficiently. Changes to the operation or algorithm of any of these companies could significantly impact our ability to grow any acquired businesses if we fail to anticipate and plan for changes that may occur.

In ~~additional~~addition, variations onin marketing costs through these platforms could impact our marketing expenditure and therefore ability to generate revenues.

Significant changes in costs or material disruptions to our service providers could negatively impact our ability to sell or achieve profitability.

WeFrom our Direct-to-Consumer channels, we will largely bework ~~working~~ with Shopify and other partners for our e-commerce infrastructure. Any significant changes in costs or material disruptions in service would greatly impact our ability to sell our products or to achieve profitability.

We25 ~~face~~Table ~~significant~~of ~~competition in the wellness industry~~Contents

~~There~~Market isadoption ~~significant~~of ~~competitor~~online ~~risk~~and inapp-based ~~this~~self-care ~~industry.~~and ~~Barriers~~wellness tosolutions ~~entry are low there~~ is ~~minimal~~relatively ~~regulation~~new ~~that governs the space~~ and ~~new entrants every week. This~~ may ~~impact~~not oncontinue ~~our ability~~ to grow, ~~our~~which ~~business as it~~ may ~~impact~~harm ~~sales of~~ our ~~existing~~business ~~products~~and orresults ~~the acquisition or introduction~~ of ~~new products with companies better funded than ours~~operation.

WeOur future success will depend in part on the growth, if any, in the demand for online and app based self-care and wellness solutions. While the COVID-19 pandemic has accelerated the market for online self-care and wellness solutions, the online and app-based health and wellness market is still less mature than the market for in-person wellness centers, which many businesses currently utilize, and these businesses may ~~face~~be ~~increased~~slow ~~competition~~or unwilling to migrate from ~~smaller~~these ~~companies~~legacy inapproaches. As such, it is difficult to predict user demand for our ~~industry~~web- and app-based platforms (including our Chopra app), user adoption and renewal, the rate at which existing users expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive offerings into the market, or the success of existing competitive offerings. Furthermore, even if users want to adopt an online self-care or wellness solution, it may take them a substantial amount of time and effort to fully transition to such virtual self-care solutions, or they could ~~impact~~be prevented from accessing a platform due to budget constraints, weakening economic conditions, or other factors. Even if market demand for online self-care and wellness solutions generally increases, we cannot assure you that adoption of our platforms will also increase. If the market for online self-help and wellness solutions declines in growth or our platforms do not achieve widespread adoption, this could result in reduced customer spending, user attrition, and decreased revenue, any of which would adversely affect our business and results of operations.

~~Increased~~Our ~~competition~~failure ~~from~~to ~~smaller~~appropriately ~~companies~~respond into ~~our~~changing ~~market~~consumer ~~space~~trends, ~~could~~preferences, ~~also~~and ~~impact~~demand ~~our~~for ~~business.~~new ~~This~~health ~~competition~~and ~~could~~wellness ~~drive~~products upand ~~customer~~product ~~acquisition~~enhancements ~~costs,~~could ~~reduce~~materially harm our customer ~~loyalty~~relationships, and ~~push~~product upsales ~~supply~~or ~~prices.~~otherwise ~~Further,~~materially ~~should~~harm ~~these~~our ~~competitors~~business, ~~experience~~financial ~~health or safety issues~~condition, ~~that could also impact the reputation of the overall market segment~~ and ~~thus~~operating ~~impact our operations~~results.

~~New~~Our ~~entrants~~health and wellness business is subject to rapidly changing consumer trends and preferences and product introductions, especially with respect to our superfood products and our Chopra signature product line. Our continued success depends in part on our ability to anticipate and respond to these changes and introductions, and we may ~~have~~not ~~better~~respond or develop new products or ~~more~~product enhancements in a cost-effective, ~~marketing~~timely, ~~than~~or uscommercially ~~for~~appropriate ~~similar~~manner, ~~products~~or ~~which~~at ~~could~~all. ~~impact~~Current ~~sales~~consumer trends and preferences have evolved and will continue to evolve as a result of, ~~existing~~among ~~products~~other things, changes in consumer tastes; health, wellness, and ~~businesses~~nutrition weconsiderations; ~~may~~competitive ~~have~~product ~~acquired~~and pricing pressures; changes in consumer preferences for certain sales channels; shifts in demographics; and concerns regarding the environmental and sustainability impact of the product manufacturing process.

19The ~~Table~~success of ~~Contents~~our response to changing consumer trends and preferences and product introductions, including any new product offerings and enhancements, depends on a number of factors, including our ability to:

	·	accurately anticipate consumer needs;

	·	innovate and develop new products and product enhancements that meet these needs;

	·	successfully commercialize new products and product enhancements;

	·	price our products competitively;

	·	manufacture and deliver our products in sufficient volumes, at our required levels of quality, and in a cost-effective and timely manner; and

	·	differentiate our product offerings from those of our competitors and successfully respond to other competitive pressures, including technological advancements, evolving industry standards, and changing regulatory requirements.

Our failure to accurately predict changes in consumer demand and technological advancements could negatively impact consumer opinion of our products or our business, which in turn could harm our relationships with our customers and cause a loss of sales. In addition, if we do not introduce new products or make enhancements to meet the changing needs of our customers in a cost-effective, timely, and commercially appropriate manner, or if our competitors release new products or product enhancements before we do, some of our product offerings could be rendered obsolete, which could cause our market share to decline and negatively impact our business, financial condition, and operating results.

Table of Contents

The success of our Your Super business is linked to the size and growth rate of the superfoods market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.

An adverse change in size or growth rate of the superfoods market could have a material adverse effect on us. Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.

Our licensed Chopra Experiences partners may fail to maintain the quality of our brand and we may not be successful with our expansion plans.

We currently operate our Chopra Experiences business by licensing this product to carefully selected partners including the Chopra Health Retreat at the CIVANA wellness resort in Carefree, Arizona and the Chopra Mind-Body-Zone at the Lake Nona Performance Club in Lake Nona, Florida. We license our Chopra Experiences brand to these partners, and we prescribe and train them to implement our methods and contents to deliver our Chopra Experiences in its intended fashion. It is possible that the staff at these locations may not fully implement our methods in our prescribed manner or fail to maintain quality control of the Chopra Experiences. As a result, this could have a negative impact on our Chopra Experiences business and our results of operations.

Further, part of our future plans involves licensing our Chopra Experiences to additional partners. We cannot guarantee we will be successful in this endeavor. Failure to successfully build new Chopra Experiences licensing relationships could result in our business and financial condition being materially adversely affected.

If we fail to develop our brands cost-effectively, our business may suffer.

We believe that developing and maintaining awareness of our Your Super and Chopra brands and any other brands that we might acquire in the future in a cost-effective manner will be critical to achieving widespread acceptance of our existing and future products and services and is an important element in attracting new customers. Furthermore, we believe that the importance of brand recognition will increase as competition in our market develops. Successful promotion of our brands will depend largely on the effectiveness of our marketing efforts and on our ability to provide reliable, secure and useful products and services at competitive prices. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brands. If we fail to successfully promote and maintain our brands or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business could suffer.

Our financial performance depends heavily on our ability to recruit potential users to be involved in our online self-care and wellness platforms, and our ability to do so may be affected by circumstances beyond our control.

Building awareness of our offerings is critical to our ability to recruit prospective users and generate revenue. A substantial portion of our expenses are attributable to marketing and sales efforts dedicated to attracting potential users to our offerings. Because we generate a portion of our revenue based on a subscription model, specifically with respect to the Chopra app, it is critical to our success of this product line that we identify prospective users who will take advantage of the platform for pre-recorded, and self-paced wellness opportunities, and that such users remain enrolled and active in these offerings.

We have experienced, and may in the future experience, fluctuations in our user subscriptions based on a variety of factors.

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The following factors, many of which are largely outside of our control, may prevent us from successfully driving and maintaining user enrollment in our online and app offerings in a cost-effective manner or at all, which would adversely affect our revenue and ability to achieve profitability:

	·	Negative perceptions about online self-care and wellness programs. The online offerings that we or our competitors provide may not be successful or operate efficiently, and new entrants to the market also may not perform well. Such underperformance could create the perception that online offerings in general are not an effective way to achieve wellness or attend to self-care needs, whether or not our offerings achieve satisfactory performance.

	·	Unsuccessful marketing efforts. We invest substantial resources in developing and implementing marketing strategies that focus on identifying the right potential product users at the right time. These marketing efforts make substantial use of search engine optimization, paid search, social media and custom website development and deployment and we rely on a small number of internet search engines and marketing partners. The effectiveness of our marketing efforts has varied over time and from offering to offering based on economic conditions, competition, offerings type, reputation, and other factors. We also face the risk that large advertisement and services platforms, like Facebook, Google, or app-stores etc., might disable our accounts at any time without-cause which could potentially hamper our ability to market our product online or at all.

	·	Lack of interest in an offering. We may encounter difficulties attracting users for our meditation and self-care practice offerings, providing programs that are not highly desired or that are relatively new within their fields.

	·	General economic conditions. Users subscribed to our app offerings may be affected by changes in global economic conditions, including changes caused by the COVID-19 pandemic. A worsening of economic and employment conditions may reduce the willingness of users to subscribe to self-care and wellness platforms due to increased economic uncertainty or any other factors, which could adversely affect our ability to retain subscribers on our platform.

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

We believe the health and wellness market is highly dependent upon consumer perception regarding the safety, efficacy and quality of health and wellness products generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding the consumption and use of health and wellness products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the health and wellness products market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows. Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on us, the demand for our products, and our business, results of operations, financial condition and cash flows. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of health and wellness products in general, or our products specifically, or associating the use of health and wellness products with illness, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

There is significant growth in the health and wellness market at the moment, especially emerging from the COVID pandemic. However, if consumer sentiment changes and people turn away from a heathy lifestyle focus, this could cause the market to decline (or grow at a slower rate than forecast) and some businesses will fail.

An inability to obtain profitable operating margins could adversely affect our results of operations.

The success of any of our acquired entities, including ~~NOEO,~~Your ~~our~~Super ~~initial controlled~~ and ~~operating~~our ~~subsidiary~~Chopra assets, will depend on the development of operating parameters to ensure our product expansion provides profitable margins by leveraging efficiencies of scale, operating cost discipline, negotiating suitable contract terms with contract manufacturers, advertising platforms and retail outlets and working to secure ingredients at acceptable costs. If we are unable to successfully manage the potential difficulties associated with growth, we may not be able to capture the efficiencies of scale that we expect from expansion and we may not be able to achieve our goals with respect to operating margins. As a result, our operating margins may not provide the expected profitability which could have a material adverse effect on our business, financial condition and results of operations and adversely affect the price of our common stock.

~~COVID~~28 19Table orof ~~another pandemic could greatly impact our business~~Contents

~~While we believe we are emerging from the restrictions of~~ COVID 19, ~~there can be no assurance that we will not be impacted by a resurgence of this virus~~ or another pandemic. ~~Any such events~~ could ~~place~~greatly ~~substantive restrictions and~~ impact onour ~~the industry~~business. ~~We could face closing of borders, restricting of supply chains, closing of shops and reductions in sales.~~

~~The~~While ~~efficacy~~we believe we are emerging from the impact and restrictions of ~~our~~COVID ~~ingredients~~19, ~~may~~there can be ~~limited~~no assurance that we will not be impacted by a resurgence of this virus or another pandemic. Any such events could place substantive restrictions and impact on the industry. We could face closing of borders, restricting of supply chains, closing of shops and reductions in sales.

~~Many~~The efficacy of ~~the~~our ingredients ~~used in supplements haven’t undergone significant clinical or laboratory testing like pharmaceutical drugs do and therefore there are some risks that they~~ may ~~not~~be ~~have the efficacy or the impact that the general wisdom or science suggests they might~~limited. ~~This is a risk for the entire market or for individual products.~~

~~Related~~Many toof ~~this~~the ~~there~~ingredients isused ~~often~~in ~~“fads”~~Your ~~where~~Super ~~some~~superfoods ~~products~~and ~~are~~in ~~popular~~our ~~for~~Chopra ~~short~~product ~~periods~~line ofhaven’t ~~time~~undergone ~~based~~significant onclinical ~~celebrity~~or ~~marketing~~laboratory ~~which~~testing ~~may~~like ~~increase~~pharmaceutical ~~their~~drugs ~~profile~~do and ~~popularity.~~therefore ~~Investing~~there inare ~~fads~~some ~~carries significant~~ risks that ~~you~~they may ~~buy~~not athave ~~peak~~the ~~valuations~~efficacy ~~and~~or ~~then~~ the ~~valuation~~impact ~~may~~that ~~decline~~the ~~over~~general ~~time~~wisdom asor ~~the~~science ~~fad~~suggests ~~becomes~~they ~~unpopular~~might. orThis is a ~~new~~risk ~~fad~~for ~~captures~~the ~~consumer~~entire ~~interest~~market or for individual products.

~~Supply~~Related ~~chain~~to ~~disruptions~~this ~~could~~there ~~impact~~are ~~our~~often ~~business~~“fads” where some products are popular for short periods of time based on celebrity marketing which may increase their profile and popularity. Investing in fads carries significant risks that you may buy at peak valuations and then the valuation may decline over time as the fad becomes unpopular or a new fad captures consumer interest.

IfOur ~~there~~inability ~~are~~to ~~shortages~~accurately offorecast ~~supply,~~demand ~~delay~~for ~~in supply chains or increases in supply costs then all of these could mean the acquired businesses in~~ our ~~portfolio~~products ~~run out of stock which~~ could impact ~~revenue, profitability or both. Should we expand~~ our business to include retailers of our products, we can expect that there will be supply contracts and that those contracts will have service and supply and quality requirements. These will likely incur penalties should we fail to meet these requirements that could impact profitability ~~and future revenue with these retailers~~.

Our inability to accurately forecast demand for our products could impact our profitability

Our business will be dependent on maintaining in-stock products for distribution. Should we fail to accurately forecast demand for our products resulting in over or under stocking of products we could impact on our revenues due to product wastage, missed sales due to our inability to deliver product timely, and the limitation placed on our available working capital due to overstocking of products.

WeDisruption ~~rely~~of onsupply, ~~our~~shortage, ~~manufacturing~~or ~~operations~~increases toin ~~produce~~ the ~~vast~~cost ~~majority~~ of ~~the~~ingredients, ~~nutritional~~packaging ~~supplements that we sell~~materials, and ~~disruptions~~other inraw ~~our~~materials ~~manufacturing~~as ~~system~~well oras ~~losses~~climate ofchange ~~manufacturing certifications~~ could ~~affect~~materially harm our ~~results~~business, offinancial ~~operations~~condition, ~~adversely~~and operating results.

~~Our~~We ~~products~~and ~~will~~our bethird-party ~~manufactured~~contract ~~from~~manufacturers ~~raw~~depend ~~ingredients~~on inthird-party suppliers to ~~powders~~supply ~~and~~us ~~capsules.~~with ~~Errors~~the orvarious ~~defects~~ingredients, inpackaging ~~our~~materials, ~~manufacturing~~and orother ~~packaging~~raw ~~operations~~materials ~~could~~that ~~our~~are ~~product~~used ~~efficacy,~~in our ~~reputation~~products and ~~possibly~~their ~~consumer’s health~~distribution. ~~These~~Our ~~sorts~~business ~~of errors~~ could ~~also~~be ~~result~~materially inharmed ~~litigation~~if ~~from~~we ~~our~~experience ~~consumers.~~operational Wedifficulties ~~currently~~with ~~operate manufacturing facilities in [Germany?]. All~~ our ~~domestic~~third-party ~~and~~suppliers, ~~foreign~~such ~~operations~~as ~~manufacturing~~increases ~~products~~in ~~for~~costs ~~sale~~(which towe ~~the~~may ~~United~~not ~~States~~be ~~are~~able ~~subject~~ to ~~good manufacturing practices~~, or ~~GMPs~~want to, ~~promulgated~~pass byon ~~the~~to ~~FDA and other applicable regulatory standards~~consumers), ~~including~~reductions in the ~~areas~~availability of ~~environmental~~materials ~~protection~~or ~~and~~production ~~worker~~capacity, ~~health~~errors ~~and safety. Any significant disruption~~ in ~~our~~complying ~~operations~~with atspecifications ~~any~~or ofapplicable ~~these facilities~~law, ~~including~~insufficient ~~any~~quality ~~disruption due to any regulatory requirement~~control, ~~could~~and ~~affect~~failures ~~our ability~~ to ~~respond~~meet ~~quickly~~production toor ~~changes~~shipment ~~in consumer demand and could have a material adverse effect on our business, results of operations, financial condition and cash flows~~deadlines. ~~Additionally,~~If we ~~may~~fail ~~be exposed~~ to ~~risks~~develop ~~relating to the transfer of work between facilities~~ or ~~risks~~maintain ~~associated with opening new facilities or closing existing facilities that may cause a disruption in~~ our ~~operations.~~relationships ~~Although~~with ~~we have implemented GMPs in~~ our ~~facilities,~~third-party ~~there~~suppliers ~~can~~or beif nosuch ~~assurance~~suppliers ~~that~~cease ~~products~~doing ~~manufactured~~business inwith ~~our~~us ~~plants will not be contaminated~~ or ~~otherwise~~go ~~fail~~out toof ~~meet~~business, ~~our~~we ~~quality standards. Any such contamination or other quality failures~~ could ~~result~~face difficulties in ~~costly~~finding ~~recalls, litigation, regulatory actions~~ or ~~damage~~transitioning to ~~our~~alternative ~~reputation,~~suppliers ~~which~~that ~~could~~meet ~~have a material adverse effect on~~ our ~~business, results of operations, financial condition and cash flows~~standards.

20Many ~~Table~~of the ingredients, packaging materials, and other raw materials we use are subject to fluctuations in availability and price due to a number of ~~Contents~~factors beyond our control, including crop size, ingredient, water, and land scarcity, market demand for raw materials, commodity market speculation, energy costs, currency fluctuations, supplier and logistics service capacities, import and export requirements, tariffs, and other government policies, and drought, excessive rain, temperature extremes, and other severe weather events. If we experience supply shortages, price increases, or supplier or regulatory impediments with respect to any of the materials we use in our products or packaging, we may need to seek alternative supplies or suppliers and may experience difficulties in finding replacements that are comparable in quality and price.

WeFurther, ~~are~~the ~~dependent~~risks related to our ability to adequately source the materials required to meet our needs may be exacerbated by the effects of climate change and the legal, regulatory, or market measures that may be implemented to address climate change. There is growing concern that carbon dioxide and other greenhouse gasses in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. If climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain ~~third-party~~raw ~~contract~~materials ~~manufacturers~~that are necessary for our products. Severe weather conditions and ~~suppliers~~natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of storing and transporting our raw materials, or disrupt production schedules. The impacts of climate change may also cause unpredictable water availability or exacerbate water scarcity. In addition, the increasing concern over climate change and related sustainability matters may also result in more federal, state, local, and foreign legal and regulatory requirements relating to climate change, which may significantly increase our costs of operation and delivery.

~~All~~29 ofTable our current and planned products are expected to be produced by third party contract manufacturers. We also purchase certain important ingredients and raw materials from third-party suppliers.. Real or perceived quality control problems with products manufactured by contract manufacturers or raw materials outsourced from certain suppliers could negatively impact consumer confidence in our products or expose us to liability. In addition, disruption in the operations of any such manufacturer or supplier or material increases in the price of raw materials, for any reason, such as changes in economic and political conditions, tariffs, trade disputes, regulatory requirements, import restrictions, loss of certifications, power interruptions, fires, earthquakes, hurricanes, drought or other climate-related events, war or other events, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Our products planned for sale in the United States will be subject to good manufacturing practices, or GMPs, promulgated by the FDA and other applicable regulatory standards, including in the areas of environmental protection and worker health and safety. Any significant disruption in our operations at any of our selected contract manufacturing facilities, including any disruption due to any regulatory requirement, could affect our ability to respond quickly to changes in consumer demand and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Additionally, we may be exposed to risks relating to the transfer of work between facilities or risks associated with opening new facilities or closing existing facilities that may cause a disruption in our operations. Although we have implemented GMPs in our facilities, there can be no assurance that products manufactured in our plants will not be contaminated or otherwise fail to meet our quality standards. Any such contamination or other quality failures could result in costly recalls, litigation, regulatory actions or damage to our reputation, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Contents

~~Should~~If weany of our third-party manufacturers fail to ~~ensure~~reliably ~~that~~supply ~~our~~products ~~information~~to onus ~~our~~at ~~products~~the isrequired ~~compliant~~levels weof ~~may~~quality ~~face~~or afail ~~loss~~to ofcomply ~~business~~with applicable laws, ~~regulatory~~our ~~sanctions~~financial orcondition ~~investigations~~and operating results could be materially and ~~litigation~~adversely impacted.

~~Products~~We rely on third-party contract manufacturers to supply products to us. Any significant interruption of production at any of our third-party contract manufacturers, ~~websites~~or other interruption in our supply chain, may materially harm our business, financial condition, and ~~marketing~~operating ~~materials~~results. For example, natural disasters, including droughts, earthquakes, fires, hurricanes, or floods, technical issues, work stoppages, or other unforeseen or catastrophic events, that result in significant interruption of production at any of our facilities or third-party contract manufacturers or suppliers could impede our ability to conduct business. If we were to experience such an event resulting in the temporary, partial, or complete shutdown of one of these manufacturing facilities, we could be required to transfer manufacturing to a surviving facility and/or third-party contract manufacturers if permissible. Additionally, we cannot assure you that our third-party contract manufacturers will continue to reliably supply products to us at the levels of quality, or the quantities, we require, ~~compliant~~and ~~wording~~in ~~around~~compliance ~~ingredients~~with applicable laws. Except for force majeure events, such as natural disasters and ~~claims~~other acts of God, and non-performance by our contract manufacturers generally cannot unilaterally terminate these contracts. ~~Failure~~These tocontracts can generally be ~~compliant~~extended by us at the end of the relevant time period. Our contract manufacturers are also located in countries such as the United States and Germany. If any of our contract manufacturers were to become unable or ~~misleading~~unwilling ~~images~~to continue to provide us with products in required volumes, at suitable quality levels, or in a cost-effective manner, we would be required to identify and ~~words~~obtain ~~may~~replacement manufacturing sources. There is no assurance that we would be able to obtain acceptable alternative manufacturing sources on a cost-effective or timely basis, or at all. An extended interruption in the supply of our products would result in ~~litigation~~the loss of sales, ~~reputation~~which ~~impact~~could have a material adverse effect on our business, ~~lost~~financial ~~sales~~condition, or ~~regulatory~~operating ~~investigation~~results.

WeProduct ~~may~~contamination ~~not~~or ~~raise~~tampering ~~sufficient~~or ~~capital~~issues toor ~~undertake~~concerns ~~our~~with ~~planned~~respect ~~operations~~to ~~and~~product ~~thus~~quality, wesafety ~~are~~and atintegrity ~~risk~~could ofadversely ~~being~~affect ~~unable~~our tobusiness, ~~maintain~~reputation, ~~the~~financial ~~continuity~~condition ofor ~~our~~results ~~planned~~of ~~business~~operations.

Our business ~~plan~~depends ~~initially~~in ~~requires~~large ~~completion~~part ofon ~~the~~our ~~financing~~ability ~~undertaken~~ to ~~raise~~maintain ~~$10,000,000~~consumer byconfidence ~~way~~in of the ~~sale~~safety and quality of our ~~Seed~~products. ~~Preferred~~We ~~Stock~~have ofrigorous product safety and quality standards, which $9we expect our contract manufacturers to meet. However,~~320~~ despite our commitment to product safety and quality,~~000~~ ~~was~~our ~~raised~~contract asmanufacturers ofmay ~~June~~not 30always meet these standards, ~~2022~~particularly as we expand our manufacturing processes and product offerings. WeFurther, ~~will~~our ~~require~~manufacturing ~~further~~operations ~~equity~~are ~~financing~~subject into ~~2022~~numerous regulations, including food and ~~2023~~drug, toenvironmental, ~~sustain~~and ~~operations~~labor ~~until~~regulations, wewhich ~~have~~continue ~~acquired~~to ~~operating~~expand ~~companies~~and evolve and ~~grown~~require ~~their~~substantial ~~operations~~expenditures. If our contract manufacturers fail to acomply ~~significant~~with ~~enough~~our ~~scale~~product ~~that~~safety and quality standards or applicable law, or if our products are or become contaminated, damaged, adulterated, mislabeled, or misbranded, whether caused by us or someone in our supply chain or events outside of our or their control, we ~~can~~may be ~~viable~~required asto aundertake ~~standalone~~costly ~~business.~~remediation ~~Volatility~~efforts, inwhich may include product recalls, the ~~macroeconomic~~destruction of inventory, temporarily facility closings, and ~~geopolitical~~supply ~~environment~~chain ~~could~~interruption, ~~negatively~~and ~~impact~~may ~~our~~become ~~ability~~subject to ~~raise~~negative ~~further~~publicity, ~~equity~~regulatory ~~financing~~fines, ~~which~~and ~~would~~product ~~put~~liability ~~pressure~~claims, onwhich could materially harm our ~~operations~~reputation, ~~existing businesses~~business, ~~shareholders~~financial condition, and ~~ultimately~~operating ~~cause~~results. ~~further~~Further, ~~dilution~~any orperceived ~~cash~~degradation ~~flow~~of ~~issues~~product ~~that~~quality as a result of reliance on contract manufacturers may ~~mean~~have wean ~~cannot~~adverse ~~maintain~~effect ~~continuity~~on ofsales ~~our~~or ~~business~~result ~~operations~~in increased product returns and buybacks.

~~Our~~Product ~~management~~contamination isor ~~domiciled~~tampering, or allegations of product contamination or tampering or product quality issues (whether or not valid) with respect to products in ~~the~~our ~~United~~portfolio ~~State~~may reduce demand for such products, and ~~Europe~~cause production and delivery disruptions or increase costs, which ~~may~~could ~~present~~adversely ~~some~~affect ~~limited~~our ~~risk~~business, toreputation, financial condition or results of operations. Moreover, even if allegations of product contamination or tampering or suggestions that our products were not fit for consumption or use are meritless, the negative publicity surrounding assertions against us or products in our portfolio or processes could adversely affect our reputation or brands. Our business could also be adversely affected if consumers lose confidence in product quality, safety and integrity generally, even if such loss of confidence is unrelated to products in our portfolio.

~~Our~~30 ~~management~~Table ~~team~~of is spread out geographically across the US and Europe and so any further restrictions in travel due to a pandemic may present some limited risk to our ability to operate, build a team culture and effectively operate our business.Contents

~~Our~~Any ~~success~~of ~~depends on~~ the ~~experience~~foregoing ~~and~~could ~~skill~~adversely ofaffect our ~~board~~business, reputation, financial condition or results of ~~directors~~operations. In addition, ~~executive~~if ~~officers~~we ~~and~~do ~~key~~not ~~personnel~~have adequate insurance, ~~whom~~if we ~~may~~do not behave ~~able~~enforceable toindemnification ~~retain~~from ~~and~~suppliers, wemanufacturers, ~~may~~distributors, joint venture partners or other third parties or if indemnification is not beavailable, ~~able~~the liability relating to ~~hire~~such ~~enough~~product ~~additional~~claims ~~personnel~~or todisruption ~~meet~~as a result of recall efforts could materially adversely affect our ~~needs~~business, financial condition or results of operations.

WeShould ~~are~~we ~~dependent~~fail onto ~~Simon~~ensure ~~Belsham (President, Chief Executive Officer) and Amit Kapur (Chief Financial Officer). There can be no assurance~~ that ~~they~~our ~~will~~information ~~continue~~on toour beproducts ~~employed~~is bycompliant uswe ~~for~~may face a ~~particular period of time. The~~ loss of ~~any member of the board of directors or executive officer or advisors could harm our~~ business, ~~financial~~regulatory ~~condition,~~sanctions ~~cash~~or ~~flow~~investigations and ~~results of operations~~litigation.

~~The success of our strategy will depend on a well-defined management structure and the availability of a management team with proven competencies in the identification~~Products, ~~acquisition~~websites and ~~integration~~marketing ofmaterials ~~complementary companies and assets. To implement our business plan, we~~ will ~~need~~require tocompliant ~~keep~~wording ~~the~~around ~~personnel~~ingredients ~~that we currently have~~ and, ifclaims. ~~our~~Failure ~~business is~~ to ~~grow as planned, we will need additional personnel. We cannot assure you that we will~~ be ~~successful~~compliant ~~in retaining our present team~~ or inmisleading ~~attracting~~images and ~~retaining~~words ~~additional~~may ~~personnel. If~~result ~~we are unable to attract and retain key personnel or are unable to do so~~ in alitigation, ~~cost-effective~~reputation ~~manner~~impact, ~~our~~lost ~~business~~sales ~~may~~or beregulatory ~~materially and adversely affected~~investigation.

A potential major customers account for a significant portion of our consolidated net sales and the loss from any major customer could have a material adverse effect on our results of operations.

We do not have a long-term contract with any major customer, and the loss of any major customer could have a material adverse effect on our results of operations. In addition, our results of operations and ability to service our debt obligations would be impacted negatively to the extent that any major customer is unable to make payments to us or does not make timely payments on outstanding accounts receivables.

If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

We may be exposed to product recalls and adverse public relations if our products are mislabeled or alleged to cause injury or illness, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

As a distributor of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of plant-based vitamins, minerals, ~~dietary~~herbs, ~~supplements~~spices, antioxidants, superfood mixes and other ingredients that are classified as foods and dietary supplements, and, in most cases, are not necessarily subject to pre-market regulatory approval in the United States. Some of our products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We have been in the past, and may be in the future, subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Insurance coverage, even where available, may not be sufficient to cover losses we may incur.

Our business exposes us to the risk of liabilities arising from our operations. For example, we may be liable for claims brought by users of our products or by employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We seek to minimize these risks through various insurance contracts from third-party insurance carriers. However, our insurance coverage is subject to large individual claim deductibles, individual claim and aggregate policy limits, and other terms and conditions. We retain an insurance risk for the deductible portion of each claim and for any gaps in insurance coverage. We do not view insurance, by itself, as a material mitigant to these business risks.

We cannot assure you that our insurance will be sufficient to cover our losses. Any losses that the insurance does not substantially cover could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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Natural disasters (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks, terrorist acts and global political events could cause permanent or temporary facility closures, impair our ability to purchase, receive or replenish raw materials or cause customer traffic to decline, all of which could result in lost sales and otherwise adversely affect our financial performance.

The occurrence of one or more natural disasters, such as hurricanes, fires, floods and earthquakes (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks (including the recent outbreak of COVID-19), terrorist acts or disruptive global political events, such as civil unrest in locations where our facilities, contract manufacturers or suppliers are located, or similar disruptions could adversely affect our operations and financial performance. To the extent these events result in the closure of one or more of our ~~manufacturing facilities or our corporate headquarters, or impact one or more of our~~ contract manufacturers or key suppliers, our operations and financial performance could be materially adversely affected through lost sales. In addition, these events could result in increases in fuel (or other energy) prices or a fuel shortage, the temporary lack of an adequate work force in a market, the temporary or long-term disruption in the supply of products from some local and overseas suppliers, the temporary disruption in the transport of goods from overseas, delay in the delivery of goods to our customers, the temporary reduction in the availability of our products, expiration of inventory, future long-lived asset impairment charges and disruption to our information systems. These events also could have indirect consequences, such as increases in the cost of insurance, if they were to result in significant loss of property or other insurable damage.

An increase in the price and shortage of supply of key raw materials could adversely affect our business.

Our products are composed of certain key raw materials. If the prices of these raw materials were to increase significantly, the costs of purchasing products from our contract manufacturers could increase significantly and we may not be able to pass on such increases to our customers. Additionally, in the event any of our, or our contract manufacturer’s, third-party suppliers or vendors become unable or unwilling to continue to provide raw materials in the required volumes and quality levels or in a timely manner, we, or our contract manufacturers, would be required to identify and obtain acceptable replacement supply sources. If we, or they, are unable to identify and obtain alternative supply sources in a timely manner or at all, our business could be adversely affected. A significant increase in the price of raw materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial condition. Events such as COVID-19, the threat of political or social unrest, or the perceived threat thereof, may also have a significant impact on raw material prices and transportation costs for our products. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on us and our suppliers’ ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

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General trade tensions between the U.S. and China have been escalating since 2018, with multiple rounds of U.S. tariffs on Chinese goods taking effect, with some subsequently being de-escalated. Furthermore, China or other countries may institute retaliatory trade measures in response to existing or future tariffs imposed by the U.S. that could have a negative impact on our business. If any of these events continue as described, we may need to seek alternative suppliers or vendors, raise prices, or make changes to our operations, any of which could have a material adverse effect on our sales and profitability, results of operations and financial condition.

Our success is dependent on the accuracy, reliability, and proper use of sophisticated and dependable information processing systems and management information technology and any interruption in these systems could have a material adverse effect on our business, financial condition, and results of operations.

Our success is dependent on the accuracy, reliability, and proper use of sophisticated and dependable information processing systems and management information technology. Our information technology systems are designed and selected to facilitate order entry and customer billing, maintain customer records, accurately track purchases, manage accounting, finance and manufacturing operations, generate reports, and provide customer service and technical support. Any interruption in these systems or any interruption associated with the transition of these systems to a new information technology platform could have a material adverse effect on our business, financial condition, and results of operations.

System interruptions or security breaches may affect sales.

Customer access to, and ability to use, our websites and our apps affects our sales. If we are unable to maintain and continually enhance the efficiency of our systems, we could experience system interruptions or delays that could affect our operating results negatively. In addition, we could be liable for breaches of security on our websites or our apps, loss or misuse of our customers’ personal information or payment data. Although we have developed systems and processes that are designed to protect consumer information and prevent fraudulent credit card transactions and other security breaches, failure to prevent or mitigate such fraud or breaches may negatively affect our operating results.

We must successfully maintain and/or upgrade our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition or results of operations.

We rely on various information technology systems to manage our operations. ~~Recently,~~We we have implemented, and we continue to implement, modifications and upgrades to such systems and acquired new systems with new functionality. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new technology systems may cause disruptions in our business operations and have a material adverse effect on our business, financial condition or results of operations.

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~~Risks~~If ~~Relating~~we fail to comply with our obligations in the ~~Regulatory~~agreements &under ~~Environment~~which we license the Chopra Group’s content or otherwise experience disruptions to our business relationships with the Chopra Group, we could lose license rights that are important to our business.

We are a party to a license agreement with the Chopra Group to use the Chopra name, image, trademarks, and content, teaching and coaching curriculum. The existing license agreement imposes various covenants, restrictions and other obligations on us. If we fail to comply with our obligations under this agreement or we are subject to a litigation for breach of permitted uses, we may be required to make certain payments to the Chopra Group, we may lose the exclusivity of our license, or the Chopra Group may have the right to terminate the license, in which event we would not be able to develop or market products covered by the license. If the Chopra Group were to terminate our license agreement for whatever reason, it would materially and adversely affect our business, financial position and future prospects.

Use of social media, emails, push notifications, and text messages in ways that do not comply with applicable laws and regulations, lead to the loss or infringement of intellectual property, or result in unintended disclosure may harm our reputation or subject us to fines or other penalties.

We use social media, emails, push notifications and text messages as part of our omni-channel approach to marketing. As laws and regulations evolve to govern the use of these channels, the failure by us, our employees, or third parties acting at our direction to comply with applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential, or sensitive personal information of our business, employees, users, educators or others. Information concerning us or our partners and users, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our reputation, business, operating results, financial condition, and prospects.

We may not be able to protect our intellectual property rights.

We regard our trademarks, service marks, copyrights, patents, trade secrets, proprietary technologies, domain names and similar intellectual property as important to our success. We rely on trademark, copyright and patent law, trade secret protection and confidentiality agreements with our employees, consultants, vendors, customers and others to protect our proprietary rights. Many of the trademarks that we use contain words or terms having a somewhat common usage and, as a result, we may have difficulty registering them in certain jurisdictions. We have not yet obtained registrations for some of our important marks. If other companies have registered or have been using in commerce similar trademarks for products similar to ours, we may have difficulty in registering, or enforcing an exclusive right to use, our marks.

There can be no assurance that our efforts to protect our proprietary rights will be sufficient or effective, that any pending or future patent and trademark applications will lead to issued patents and registered trademarks in all instances, that others will not develop or patent similar or superior technologies, products, or that our patents, trademarks, and other intellectual property will not be challenged, invalidated, misappropriated or infringed by others. Additionally, the intellectual property laws and enforcement practices of other countries in which our product is or may in the future be offered may not protect our products and intellectual property rights to the same extent as the laws of the United States. If we are unable to protect our intellectual property from unauthorized use, our brand image may be harmed, and our business and results of operations may suffer.

Assertions by third parties of infringement, misappropriation or other violation by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results.

In recent years, there has been significant litigation involving intellectual property rights in many technology-based industries. Any infringement, misappropriation or related claims, whether or not meritorious, is time-consuming, diverts technical and management personnel and is costly to resolve. As a result of any such dispute, we may have to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease providing our product or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us. Any of these events could result in increases in operating expenses, limit our product offerings or result in a loss of business.

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We may be required to indemnify our vendors and/or customers, the payment of which could have a material adverse effect on our business, financial condition, and operating results.

We may provide certain rights of indemnification to our vendors and/or customers in certain circumstances. If any plaintiff is successful in certifying a class and thereafter prevailing on the merits of their complaint, such an adverse result could have a material adverse effect on us. In addition, due to the nature and scope of the indemnity and defense we will likely need to provide, the legal fees associated with such indemnification could be significant enough to have a material adverse effect on our cash flows until such matters are fully and finally resolved.

We may be a party to lawsuits that arise in the ordinary course of business.

We may be a party to lawsuits in the future (including product liability, false advertising, and intellectual property claims) that arise in the ordinary course of business. The possibility of such litigation, and its timing, is in large part outside our control. It is possible that future litigation could arise that could have material adverse effects on us.

Risks Relating to the Regulatory Environment

Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations.

The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the US Food and Drug Administration, or the FDA, the Federal Trade Commission, or the FTC, the Consumer Product Safety Commission, or the CPSC, the U.S. Department of Agriculture, or the USDA, and U.S. Environmental Protection Agency, or the EPA. These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling and marketing of dietary ingredients and dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). Dietary supplements and dietary ingredients that do not comply with FDA’s regulations and/or the Dietary Supplement Health and Education Act of 1994 will be deemed adulterated or misbranded. Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded, and the FDA may take enforcement action against any adulterated or misbranded dietary supplement on the market. The FDA has broad enforcement powers. If we violate applicable regulatory requirements, the FDA may bring enforcement actions against us, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. The FDA may not accept the evidence of safety for any new ingredient that we may wish to market, may determine that a particular supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim or statement of nutritional value that we use to support the marketing of a supplement is an impermissible drug claim, is not substantiated, or is an unauthorized version of a “health claim.” Any of these actions could prevent us from marketing particular nutritional ~~supplement~~ products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects.

Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. In addition, regulators’ evolving interpretation of existing laws could have similar effects.

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Our products are affected by extensive regulations and our failure to comply with any regulations could lead to significant penalties or claims which could materially harm our financial condition and operating results.

The majority of our products are classified as foods, dietary supplements, and cosmetics. In both domestic and foreign markets, the formulation, manufacturing, packaging, labeling, distribution, advertising, importation, exportation, licensing, sale, and storage of our products are subject to extensive government regulation. This regulation takes the form of laws, governmental regulations, administrative determinations, court decisions, and other similar constraints and exists at the federal, state, and local levels in the United States and at all levels of government in foreign jurisdictions. There can be no assurance that we are, or will remain, in compliance with all of these regulations. Our failure to comply with applicable regulations could disrupt the manufacturing and supplying of our products, our marketing activity, our sale of our products, or lead to increased costs, legal or regulatory proceedings, the imposition of significant penalties, or harm our reputation, any of which could adversely impact our business, financial condition, and operating results. In addition, regulatory authorities periodically review legislative and regulatory policies and initiatives, and may promulgate new or revised, or adopt changes in the interpretation and enforcement of existing, regulations at any time. The adoption of new regulations or changes in the interpretations of existing regulations, such as those relating to genetically modified foods, may result in significant compliance costs or discontinuation of impacted product sales and may negatively impact the marketing of our products or require us to change or cease aspects of our business, any of which could result in significant loss of sales and harm our business, financial condition, and operating results.

For example, we are subject to the rules of the FDA, including Current Good Manufacturing Practice or CGMP regulations. Any failure by us or our contract manufacturers or third-party suppliers and vendors to comply with the CGMPs could negatively impact our reputation and ability to sell our products even after the situation has been rectified and, in the case of our contract manufacturers, even though we are not directly liable under the CGMPs for their compliance. In complying with the dietary supplement CGMPs, we may experience increases in production costs due to increases in required testing of raw ingredients, work in process, and finished products. In addition, regulators and other governmental authorities limit the types of claims that we can make about our products, including nutrition content claims, health claims, and therapeutic claims and otherwise regulate the marketing of our products. For example, the FTC’s guides explain how the FTC interprets prohibitions on unfair or deceptive acts or practices. Consequently, the FTC could bring an enforcement action based on practices that are inconsistent with their guides. It is possible that our use of marketing materials, including testimonials about our products, may be significantly impacted by laws, rules, and regulations governing the marketing of our products and therefore might negatively impact our sales.

A portion of our business is conducted in foreign jurisdictions, exposing us to the risks associated with international operations.

Approximately 36% of our net sales for the year ended June 30, 2023 were generated outside the United States, exposing our business to risks associated with international operations. We plan to invest significant resources in our international operations and expect to continue to do so as we acquire new businesses and enter new markets. However, there are certain risks inherent in doing business in international markets, particularly in the direct-selling industry, which is regulated in many jurisdictions.

For example, a foreign government may impose trade restrictions or increased tariffs, require compliance with trade and economic sanctions laws, rules, or regulations, such as those administered by U.S. Customs and Border Protection and the U.S. Treasury Department’s Office of Foreign Assets Control, implement new or change existing trade policies, or otherwise limit or restrict our ability to import products in a cost-effective manner, or at all, any of which could negatively impact our operations.

Our operations in some jurisdictions also may be adversely affected by political, economic, legal, regulatory, and social conditions, or instability, as well as by economic and political tensions between governments. In addition, our compliance with our code of conduct and anti-bribery laws, rules, and regulations may conflict with local customs and practices in certain of the jurisdictions in which we operate.

Our ability to staff and manage our international operations could also be affected by laws and regulations related to immigration. For example, current and future tightening of U.S. immigration controls may adversely affect the residence status of non-U.S. employees in the U.S. or our ability to hire new non-U.S. employees in the U.S. and may adversely affect the ability of non-U.S. employees from entering the United States.

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We are also exposed to risks associated with foreign currency fluctuations, foreign exchange controls, limitations on the repatriation of funds, and changes in currency policies or practices. Accordingly, any strengthening of the U.S. dollar versus a foreign currency could have a negative impact on us. Although we may engage in transactions to protect against risks associated with foreign currency fluctuations, we cannot be certain any hedging activity will effectively reduce our exchange rate exposure. In addition, due to the possibility of government restrictions on transfers of cash out of a country and control of exchange rates, we may not be able to immediately repatriate cash at the official exchange rate. If this should occur, or if the official exchange rate devalues, it may have a material adverse effect on our business, assets, financial condition, liquidity, operating results, or cash flows.

Our overall success depends, in part, on our ability to anticipate and effectively manage these risks, and to coordinate the various legal and regulatory requirements of multiple jurisdictions that are constantly evolving and subject to change, and there can be no assurance that we will be able to do so without incurring unexpected or increased costs or at all. In certain regions, the degree of these risks may be higher due to more volatile economic, political, or social conditions; less developed and predictable legal and regulatory regimes; and increased potential for various types of adverse governmental action. As we continue to focus on expanding our existing international operations, these and other risks associated with international operations will likely increase, which could materially harm our business, financial condition, and operating results.

We are subject to the anti-bribery laws, rules, and regulations of the United States and the other foreign jurisdictions in which we operate.

We are subject to a variety of anti-bribery laws, rules, and regulations, including the U.S. Foreign Corrupt Practices Act, or the FCPA, the U.K. Bribery Act of 2010, and similar anti-bribery laws, rules, and regulations in the other foreign jurisdictions in which we operate. These regimes generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business as well as require companies to maintain accurate books and records. There has been a substantial increase in anti-bribery law enforcement activity with more frequent and aggressive investigations and criminal and civil enforcement proceedings brought against companies and individuals by regulators, including the Department of Justice, or DOJ, and the SEC. Our policies mandate compliance with these anti-bribery laws, rules, and regulations, including the requirements to maintain accurate information and internal controls. We operate in many parts of the world that have experienced governmental corruption to some degree and in certain circumstances, strict compliance with anti-bribery laws, rules, and regulations may conflict with local customs and practices. Additionally, we cannot predict the nature, scope, or effect of future anti-bribery requirements or the manner in which existing or new requirements might be administered or interpreted. Alleged or actual violations of any such existing or future laws, rules, or regulations, whether due to our own acts or inadvertence or to the acts or inadvertence of others, may result in criminal or civil sanctions, including fines, penalties, contract cancellations, or debarment, increased compliance costs, changes to our activities, and loss of reputation, any of which could have a material adverse effect on our business, financial condition, and operating results.

Our failure to comply with FTC regulations could result in substantial monetary penalties and could adversely affect our operating results.

The FTC exercises jurisdiction over the advertising of dietary supplements and all food products and requires that all advertising to consumers be truthful and non-misleading. The FTC actively monitors the dietary supplement space and has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. Failure to comply with applicable regulations could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

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Our operations are subject to environmental and health and safety laws and regulations that may increase our cost of operations or expose us to environmental liabilities.

We are subject, directly or indirectly, to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing our operations, including the handling, transportation and disposal of our non-hazardous and hazardous substances and wastes, as well as emissions and discharges from our operations into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause us to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. Any failure by us to comply with environmental, health and safety requirements could result in the limitation or suspension of our operations, including operations at our manufacturing facility. We also could incur monetary fines, civil or criminal sanctions, third-party claims or cleanup or other costs as a result of violations of or liabilities under such requirements.

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We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at our facilities. The presence of contamination from such substances or wastes could also adversely affect our ability to sell or lease our properties, or to use them as collateral for financing.

Failure to comply with federal, state and international privacy, data protection, marketing and consumer protection laws, regulations and industry standards, or the expansion of current or the enactment or adoption of new privacy, data protection, marketing and consumer protection laws, regulations or industry standards, could adversely affect our business.

We are subject to a variety of federal, state and foreign laws, regulations and industry standards regarding privacy, data protection, data security, marketing and consumer protection, which address the collection, storing, sharing, using, processing, disclosure and protection of data relating to individuals, as well as the tracking of consumer behavior and other consumer data. We are also subject to laws, regulations and industry standards relating to endorsements and influencer marketing. Many of these laws, regulations and industry standards are changing and may be subject to differing interpretations, are costly to comply with or inconsistent among jurisdictions. For example, the FTC expects companies like ours to comply with guidelines issued under the Federal Trade Commission Act that govern the collection, use, disclosure, and storage of consumer information, and establish principles relating to notice, consent, access and data integrity and security. The laws and regulations in many foreign countries relating to privacy, data protection, data security, marketing and consumer protection often are more restrictive than in the United States, and may in some cases be interpreted to have a greater scope. Additionally, the laws, regulations and industry standards, both foreign and domestic, relating to privacy, data protection, data security, marketing and consumer protection are dynamic and may be expanded or replaced by new laws, regulations or industry standards.

We strive to comply with applicable laws, policies, contractual and other legal obligations and certain applicable industry standards of conduct relating to privacy, data security, data protection, marketing and consumer protection. However, these obligations and standards of conduct often are complex, vague, and difficult to comply with fully, and it is possible that these obligations and standards of conduct may be interpreted and applied in new ways and/or in a manner that is inconsistent with each other or that new laws, regulations or other obligations may be enacted. It is possible that our practices may be argued or held to conflict with applicable laws, policies, contractual or other legal obligations, or applicable industry standards of conduct relating to privacy, data security, data protection, marketing or consumer protection. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, FTC, other regulatory requirements or orders or other federal, state or, as we continue to expand internationally, international privacy, data security, data protection, marketing or consumer protection-related laws, regulations, contractual obligations or self-regulatory principles or other industry standards could result in claims, proceedings or actions against us by governmental entities or others or other liabilities or could result in a loss of consumers. Any of these circumstances could adversely affect our business.

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We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. For instance, with the increased focus on the use of data for advertising, the anticipation and expectation of future laws, regulations, standards and other obligations could impact us. In addition, as we expand our data analytics and other data related product offerings there may be increased scrutiny on our use of data and we may be subject to new and unexpected regulations. Future laws, regulations, standards and other obligations could, for example, impair our ability to collect or use information that we utilize to provide targeted digital promotions and media to consumers, thereby impairing our ability to maintain and grow our total customers and increase revenues. Future restrictions on the collection, use, sharing or disclosure of our users’ data or additional requirements for express or implied consent of users for the use and disclosure of such information could require us to modify our solutions, possibly in a material manner, and could limit our ability to develop or outright prohibit new solutions and features. Any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations. If our measures fail to comply with current or future laws, regulations, policies, legal obligations or industry standards relating to privacy, data protection, data security, marketing or consumer protection, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws, regulations, other legal obligations or industry standards, or any changed interpretations of the foregoing limit our ability to store, process and share personally identifiable information or other data, demand for our products could decrease, our costs could increase, our revenue growth could slow, and our business, financial condition and operating results could be harmed.

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We are exposed to potential liability for information on our customers’ websites and for products and services sold through their websites and we may incur significant costs and damage to our reputation as a result of defending against such potential liability.

We are exposed to potential liability for information on our customers’ websites. We could be exposed to liability with respect to such third-party information such as their products, links to third-party websites, advertisements and content provided by customers. Among other things, we may face assertions that, by directly or indirectly providing such third-party content or links to other websites, we should be liable for defamation, negligence, copyright or trademark infringement, or other actions by parties providing such content or operating those websites. We may also face assertions that content on our publishers and advertisers’ websites, including statistics or other data we compile internally, or information contained in websites linked to our websites contains false information, errors or omissions, and users and our customers could seek damages for losses incurred as a result of their reliance upon or otherwise relating to incorrect information. We may also be subject to fines and other sanctions by the government for such incorrect information. In addition, our services could be used as a platform for fraudulent transactions and third -party products and services sold through us may be defective. The measures we take to guard against liability for third-party content, information, products and services may not be adequate to exonerate us from relevant civil and other liabilities.

Any such claims, with or without merit, could be time-consuming to defend and result in litigation and significant diversion of management’s attention and resources. Even if these claims do not result in liability to us, we could incur significant costs in investigating and defending against these claims and suffer damage to our reputation.

If the use of third-party cookies or other tracking technology is rejected by Internet users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could decline and we could lose customers and revenue.

We use a number of technologies to collect information about our customers. For instance, we use small text files (referred to as "“cookies"”), placed through an Internet browser on an Internet user’s machine which corresponds to a data set that we keep on our servers, to gather important data. Our cookies collect anonymous information, such as when an Internet user views an advertisement, clicks on an advertisement, or visits one of our advertisers’ websites. In some countries, including countries in the European Economic Area, this information may be considered personal information under applicable data protection laws. On mobile devices, we may also obtain location-based information about the user’s device through our cookies or other tracking technologies. We use these technologies to achieve our campaign goals, to ensure that the same Internet user does not unintentionally see the same media too frequently, to report aggregate information regarding the performance of our digital promotions and marketing campaigns, and to detect and prevent fraudulent activity throughout our network.

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Cookies may easily be deleted or blocked by Internet users. All of the most commonly used Internet browsers (including Chrome, Firefox, Internet Explorer, and Safari) allow Internet users to prevent cookies from being accepted by their browsers. Internet users can also delete cookies from their computers at any time. Some Internet users also download “ad blocking” software that prevents cookies from being stored on a user’s computer. If more Internet users adopt these settings or delete their cookies more frequently than they currently do, our business could be harmed. In addition, the Safari and Firefox browsers blocks third-party cookies by default, and other browsers may do so in the future. Unless such default settings in browsers were altered by Internet users to permit the placement of third-party cookies, we would be able to set fewer of our cookies in users’ browsers, which could adversely affect our business. In addition, companies such as Google have publicly disclosed their intention to move away from cookies to another form of persistent unique identifier, or ID, to identify individual Internet users or Internet-connected devices in the bidding process on advertising exchanges. If companies do not use shared IDs across the entire ecosystem, this could have a negative impact on our ability to find the same anonymous user across different web properties, and reduce the effectiveness of our marketing efforts.

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In addition, in the European Union, or EU, Directive 2009/136/EC, commonly referred to as the “Cookie Directive,” directs EU member states to ensure that collecting information on an Internet user’s computer, such as through a cookie, is allowed only if the Internet user has appropriately given his or her prior freely given, specific, informed and unambiguous consent. Similarly, this Directive which also contains specific rules for the sending of marketing communications, limits the use of marketing texts messages and e-mails. Additionally, an e-Privacy Regulation, which will replace the Cookie Directive with requirements that could be stricter in certain respects, apply directly to activities within the EU without the need to be transposed in each member state’s law, and could impose stricter requirements regarding the use of cookies and marketing e-mails and text messages and additional penalties for noncompliance, has been proposed, although at this time it is unclear whether it will be approved as it is currently drafted or when its requirements will be effective. We may experience challenges in obtaining appropriate consent to our use of cookies from consumers or to send marketing communications to consumers within the EU, which may affect our ability to run promotions and our operating results and business in European markets, and we may not be able to develop or implement additional tools that compensate for the lack of data associated with cookies. Moreover, even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

We may face economic, political and other risks associated with international operations should we determine to expand into the international marketplace, which may adversely affect our revenues and international growth prospects.

NOEO GmbH, a German company and our wholly owned subsidiary, originally launched its business in early 2021 and up until June 2022 has marketed its line of adaptogen products direct to consumer across Europe and North America. While NOEO is in the process of being relocated to the United States, we may determine to continue to market these products or new products to international locations. International operations will be subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will amplify the effects of these risks, which include, among others:

· differences in culture, economic and labor conditions and practices; · the policies of the U.S. and foreign governments; · disruptions in trade relations and economic instability; · differences in enforcement of contract and intellectual property rights; · social and political unrest; · natural disasters, terrorist attacks, pandemics or other catastrophic events; · complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, intellectual property, anti-corruption and environmental compliance, including the Foreign Corrupt Practices Act; · greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; and · greater difficulty in accounts receivable collections and longer collection periods;.

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We may also be affected by domestic and international laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws, laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs. Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations. Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how U.S. and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations and financial position.

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Our results of operations and financial position may also be impacted by changes in currency exchange rates. Unfavorable currency exchange rates between the US Dollar and foreign currencies, could adversely affect us in the future. Fluctuations in currency exchange rates may present challenges in comparing operating performance from period to period.

There are other risks that may be inherent to international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others, competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions; government-imposed plant or other operational shutdowns, backlash from foreign labor organizations related to our restructuring actions, corruption; natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

Additionally, if the opportunity arises, we may expand our operations into new and high-growth international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. Our lack of experience operating in new international markets and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we expect on our anticipated time frame or at all. If we are unsuccessful in expanding into new or high-growth international markets, it could adversely affect our operating results and financial condition.

Future planned international operations may require us to comply with anti-corruption laws and regulations of the U.S. government and various international jurisdictions in which we do business.

Doing business on a worldwide basis will require us to comply with the laws and regulations of the U.S. government and various international jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act, or the FCPA. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate record- keeping and internal accounting practices to accurately reflect our transactions. As part of our business, we may deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the international locations in which we may operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating anti-corruption laws. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. We expect to establish policies and procedures designed to assist us and our personnel in complying with applicable U.S. and international laws and regulations should this be required. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, financial condition and results of operations.

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Privacy protection is increasingly demanding, and we may be exposed to risks and costs associated with security breaches, data loss, credit card fraud and identity theft that could cause us to incur unexpected expenses and loss of revenue, suffer reputational harm with our customers, as well as other risks.

The protection of customer, employee, vendor and other business data is critical to us. We receive confidential customer data, including payment card and personally identifiable information, in the normal course of customer transactions. In order for our sales channels to function, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information, securely over public networks. While we have taken significant steps to protect customer and confidential information, the intentional or negligent actions of employees, business associates or third parties may undermine our security measures and result in unauthorized parties obtaining access to our data systems and misappropriating confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent a compromise of our customer transaction processing capabilities and personal data. Because the techniques used to obtain unauthorized access to, disable, degrade, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any compromise of our data security could result in a violation of applicable privacy and other laws or standards, significant legal and financial exposure beyond the scope or limits of our insurance coverage, interruption of our operations, increased operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and a loss of confidence in our security measures, which could harm our business or investor confidence. Any security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could attract a substantial amount of media attention, damage our reputation, expose us to risk of litigation and material liability, disrupt our operations and harm our business.

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Federal, state, provincial and international laws and regulations govern the collection, retention, sharing and security of data that we receive from and about our employees, customers and vendors. The regulatory environment surrounding information security and privacy has been increasingly demanding in recent years, including the recent implementation of the California Consumer Privacy Act. The costs of compliance with, and other burdens imposed by, these and other international data privacy and security laws may limit our business and services and could have a materially adverse impact on our business.

We believe that we are in material compliance with all laws, regulations and self-regulatory regimes that are applicable to us. However, the laws, regulations, and self-regulatory regimes may be modified, and new laws may be enacted in the future that may apply to us and affect our business. Further, data protection authorities may interpret existing laws in new ways. We may deploy new services from time to time, which may also require us to change our compliance practices. Any such developments (or developments stemming from enactment or modification of other laws) or the failure to anticipate accurately the application or interpretation of these laws could create liability for us, result in adverse publicity, increase our future compliance costs, make our products and services less attractive to our customers, or cause us to change or limit our business practices, and materially affect our business and operating results. Further, any failure or perceived failure by us or third-party service providers to comply with international data privacy and security laws may lead to regulatory enforcement actions, fines, private lawsuits or reputational damage.

WeRisks ~~may~~Relating ~~not be able~~ to ~~protect~~Our ~~our~~Common ~~intellectual property rights.~~Stock

We ~~regard~~have ~~our~~discretion ~~trademarks,~~in service marks, copyrights, patents, trade secrets, proprietary technologies, domain names and similar intellectual property as important to our success. We rely on trademark, copyright and patent law, trade secret protection and confidentiality agreements with our future employees, consultants, vendors, customers and others to protect our proprietary rights. Many of the ~~trademarks that we~~ use ~~contain~~of ~~words~~proceeds orfrom ~~terms having a somewhat common usage and, as a result, we may have difficulty registering them in certain jurisdictions. We have not yet obtained registrations for~~ our ~~most~~securities ~~important marks~~issuances. If other companies have registered or have been using in commerce similar trademarks for products similar to ours, we may have difficulty in registering, or enforcing an exclusive right to use, our marks.

~~There~~Generally, ~~can~~when bewe noissue ~~assurance~~securities, ~~that~~ our ~~efforts~~management towill ~~protect~~have ~~our~~broad ~~proprietary~~discretion ~~rights~~with ~~will~~respect beto ~~sufficient~~the orapplication ~~effective,~~of ~~that~~net ~~any~~proceeds ~~pending~~received orby ~~future~~us ~~patent~~from ~~and~~the ~~trademark~~sale ~~applications~~of ~~will~~the ~~lead~~securities toand ~~issued~~may ~~patents~~spend ~~and~~such ~~registered~~proceeds ~~trademarks~~ in ~~all~~ways ~~instances,~~ that ~~others~~do ~~will~~ not ~~develop~~improve orour ~~patent~~results ~~similar~~of operations or ~~superior~~enhance ~~technologies,~~the ~~products,~~value orof ~~that~~the ~~our~~securities ~~patents,~~issued ~~trademarks,~~ and ~~other~~outstanding ~~intellectual~~from ~~property~~time ~~will~~to ~~not~~time. beAny ~~challenged,~~failure ~~invalidated, misappropriated or infringed~~ by ~~others.~~management ~~Additionally,~~to ~~the~~apply ~~intellectual~~these ~~property~~funds ~~laws~~effectively ~~and~~could ~~enforcement~~result ~~practices of other countries~~ in ~~which~~financial ~~our~~losses ~~product~~that iscould orhave ~~may~~a inmaterial ~~the~~adverse ~~future~~effect beon ~~offered may not protect~~ our ~~products~~business ~~and~~or ~~intellectual~~cause ~~property rights to~~ the ~~same~~price ~~extent as the laws~~ of ~~the United States. If we are unable to protect~~ our ~~intellectual~~securities ~~property~~issued ~~from unauthorized use, our brand image may be harmed,~~ and ~~our~~outstanding ~~business~~from ~~and~~time ~~results~~to oftime ~~operations~~to ~~may suffer~~decline.

~~Assertions~~There byis ~~third~~a ~~parties~~limited ofmarket ~~infringement,~~for ~~misappropriation or other violation by us of their intellectual property rights could result in significant costs and substantially harm~~ our ~~business~~common ~~and operating results~~stock.

InOur ~~recent~~common ~~years,~~stock ~~there~~is ~~has~~currently ~~been~~quoted ~~significant~~on ~~litigation~~the ~~involving~~OTC ~~intellectual~~Markets ~~property~~QB ~~rights~~tier inunder ~~many~~the ~~technology-based~~trading ~~industries~~symbol “HLCO.” ~~Any~~There ~~infringement,~~can ~~misappropriation~~be orno ~~related~~assurance ~~claims,~~that ~~whether~~an oractive ~~not meritorious, is time-consuming, diverts technical~~ and ~~management~~liquid ~~personnel~~market ~~and~~for isour ~~costly~~common tostock ~~resolve.~~will ~~As a result of any such dispute, we may have to~~ develop ~~non-infringing technology, pay damages, enter into royalty~~ or ~~licensing~~be ~~agreements~~maintained, ~~cease~~and ~~providing~~an ~~our~~investor ~~product or take other actions to resolve the claims. These actions, if required,~~ may befind ~~costly~~it ordifficult ~~unavailable on terms acceptable~~ to ~~us.~~resell ~~Any~~any of ~~these events could result in increases in operating expenses, limit~~ our ~~product offerings or result in a loss of business~~securities.

2941 Table of Contents

WeThe ~~may~~market beprice ~~required to indemnify our vendors and/or customers, the payment~~ of ~~which could have a material adverse effect on~~ our ~~business,~~common ~~financial~~stock ~~condition,~~may ~~and~~be ~~operating results~~volatile.

WeThe ~~may~~market ~~provide~~price ~~certain rights~~ of ~~indemnification to~~ our ~~vendors~~common ~~and/or~~stock ~~customers~~may inbe ~~certain~~volatile ~~circumstances.~~and Ifsubject ~~any~~to ~~plaintiff~~wide isfluctuations ~~successful~~ in ~~certifying~~response ato ~~class~~numerous ~~and~~factors, ~~thereafter~~many ~~prevailing on the merits~~ of ~~their~~which ~~complaint,~~are ~~such~~beyond anour ~~adverse result could have a material adverse effect on us~~control. InThis ~~addition,~~volatility ~~due~~may toaffect the ~~nature~~ability ~~and~~of ~~scope~~holders of ~~the~~our ~~indemnity~~common ~~and~~stock ~~defense we will likely need~~ to ~~provide,~~sell ~~the~~their ~~legal~~securities ~~fees~~at ~~associated~~an ~~with~~advantageous ~~such~~price. ~~indemnification~~Such volatility could be ~~significant~~subject ~~enough~~ to ~~have~~significant afluctuations ~~material~~in ~~adverse~~response ~~effect~~to onnumerous ~~our~~factors ~~cash flows until such matters are fully and finally resolved.~~ including:

~~Although~~· ~~dependent~~the onpublic’s ~~certain~~reaction to our press releases, announcements and filings with regulatory authorities and those of its competitors; · fluctuations in broader stock market prices and volumes or adverse changes in general market conditions or economic trends or as a result of pandemics and/or social unrest generally; · changes in market valuations of similar companies; · investor perception of the Company, its prospects or the industry in general; · additions or departures of key personnel; · commencement of or involvement in litigation; · changes in the regulatory landscape applicable to us; · media reports, wepublications door public statements relating to, or public perceptions of, the regulatory landscape applicable to us, whether correct or not; ~~have~~· ~~any~~announcements ~~key~~by ~~man~~us ~~life~~or ~~insurance~~our competitors of strategic alliances, significant contracts, new technologies, acquisitions, dispositions, commercial relationships, joint ventures or capital commitments; · variations in our quarterly results of operations or cash flows or those of other comparable companies; · revenues and operating results failing to meet the expectations of securities analysts or investors in a particular quarter; · downward revision in securities analysts’ estimates; · changes in our pricing policies onor ~~any~~the pricing policies of its competitors; · future issuances and sales of our common stock or other of our securities, including the sale of our common stock issuable upon conversion of our outstanding Seed Preferred Shares; · sales of common stock by insiders of the Company; · third party disclosure of significant short positions; · demand for and trading volume of our common stock; · short-term fluctuation in share price caused by changes in general conditions in the domestic and worldwide economies or financial markets; · changes in global financial markets and global economics and general market conditions, such ~~people.~~as interest rates and product price volatility.

We42 ~~are~~Table ~~dependent on our management team to conduct our operations and execute our business plan, however, we have not purchased any insurance policies with respect to the management in the event~~ of ~~the death or disability of any of our key managers. Therefore, if any of the members of our management team dies or becomes disabled, we will not receive any compensation to assist with his absence.~~ Contents

WeThe ~~may~~realization beof aany ~~party~~of tothese ~~lawsuits~~risks ~~that~~and ~~arise~~other infactors beyond our control could cause the ~~ordinary~~market ~~course~~price of ~~business.~~the common stock to decline significantly.

WeIn ~~may~~addition, bebroad amarket, ~~party~~societal toand ~~lawsuits~~industry infactors may harm the ~~future~~market ~~(including~~price ~~product~~of ~~liability,~~our ~~false~~common ~~advertising~~stock. Hence, ~~and~~the ~~intellectual~~price ~~property~~of ~~claims)~~our common stock could fluctuate based upon factors that ~~arise~~have inlittle ~~the~~or ~~ordinary~~nothing ~~course~~to do with us, and these fluctuations could materially reduce the price of ~~business.~~our ~~The~~common ~~possibility~~stock regardless of ~~such~~our ~~litigation~~operating performance. Additionally, ~~and~~these ~~its~~factors, ~~timing~~as well as other related factors, ismay cause decreases in ~~large~~asset ~~part~~values ~~outside~~that ~~our~~are ~~control~~deemed to be other than temporary, which may result in impairment losses. ItThere iscan ~~possible~~be no assurance that ~~future~~continuing ~~litigation~~fluctuations ~~could~~in ~~arise~~price ~~that~~and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could ~~have~~be ~~material~~adversely ~~adverse~~impacted, ~~effects~~and onthe ~~us.~~trading price of our common stock may be materially adversely affected.

~~Risks~~In ~~Relating~~the past, following a significant decline in the market price of a company’s securities, there have been instances of securities class action litigation having been instituted against that company. If we were to ~~Our~~be ~~Common~~involved ~~Shares~~in any similar litigation, we could incur substantial costs, management’s attention and resources could be diverted and our business, operating results and financial condition could be harmed.

~~The~~We ~~Company~~do ~~has~~not ~~discretion~~intend into pay dividends on our common stock and, consequently, the ~~use~~ability of ~~proceeds~~investors ~~from~~to ~~its~~achieve ~~securities~~a ~~issuances~~return on their investment will depend entirely on appreciation in the price of our common stock.

~~Generally,~~We ~~when~~do ~~the~~not ~~Company~~anticipate ~~issues~~paying ~~securities,~~cash ~~management~~dividends ofon the ~~Company~~common ~~will~~stock ~~have~~in ~~broad~~the ~~discretion~~foreseeable ~~with~~future. ~~respect~~The toCompany ~~the~~currently ~~application~~intends ofto ~~net~~retain ~~proceeds~~all ~~received~~future byearnings ~~the~~to ~~Company~~fund ~~from~~ the ~~sale~~development and growth of ~~the~~its ~~securities~~business. ~~and~~Any ~~may~~payment ~~spend~~of ~~such~~future ~~proceeds~~dividends inwill ~~ways~~be ~~that~~at dothe ~~not~~discretion ~~improve~~of the ~~Company’s~~directors ~~results~~and ofwill ~~operations~~depend oron, ~~enhance~~among ~~the~~other ~~value~~things, of the ~~securities~~Company’s ~~issued~~earnings, ~~and~~financial ~~outstanding~~condition, ~~from~~capital ~~time~~requirements, tolevel ~~time.~~of ~~Any~~indebtedness, ~~failure~~statutory byand ~~management~~contractual torestrictions ~~apply~~applying ~~these~~to ~~funds~~the ~~effectively~~payment ~~could~~of ~~result~~dividends, inand ~~financial~~other ~~losses~~considerations that ~~could~~the ~~have~~directors adeem ~~material~~relevant. ~~adverse~~Investors ~~effect~~must rely on ~~the~~sales ~~Company’s~~of ~~business~~their orcommon ~~cause~~stock ~~the~~after price ofappreciation, ~~the~~which ~~securities~~may ofnever ~~the~~occur, ~~Company~~as ~~issued~~the ~~and~~only ~~outstanding~~way ~~from~~to ~~time~~realize toa ~~time~~return toon ~~decline~~their investment.

~~There~~We ishave anot ~~limited~~paid ~~market~~any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the ~~Company’s~~development ~~Common~~and ~~Shares~~expansion of our business. Any credit agreements which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the board of directors decides is relevant. Therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.

~~Our~~We ~~Common Shares~~ are ~~currently~~a ~~quoted~~holding oncompany ~~OTC Markets under the trading symbol “HLCO”. There can be no assurance that an active~~ and ~~liquid~~our ~~market~~earnings ~~for~~depend on the ~~Common~~earnings ~~Shares will be maintained,~~ and andistributions ~~investor may find it difficult to resell any securities~~ of ~~the~~our ~~Company~~subsidiaries.

InWe ~~addition,~~have ~~there~~limited isassets noand ~~public~~we ~~market~~will ~~for~~conduct ~~our~~substantially ~~securities~~all ~~and~~of ~~such~~our abusiness ~~public~~through ~~market~~our ~~may~~current ~~never~~operating ~~develop. The~~subsidiaries ~~securities~~which ~~are~~will ~~not~~generate ~~registered~~all ~~under~~or ~~the~~substantially ~~Securities~~all ~~Act~~our ~~and,~~revenues. ~~therefore,~~Our ~~cannot~~current beability ~~resold~~and ~~unless~~that ~~they~~of ~~are~~our ~~later~~acquired ~~registered~~businesses orto ~~unless~~distribute anfunds ~~exemption~~to ~~from~~us ~~registration~~will isdepend ~~available.~~on ~~Rule~~operating ~~144~~results ~~under~~and ~~the~~tax ~~Securities~~considerations ~~Act~~(both ~~permits~~domestic ~~limited~~and ~~public~~foreign), ~~resale~~applicable oflaws ~~unregistered~~and ~~securities~~regulations ifwhich ~~certain~~require ~~conditions~~that ~~are~~solvency ~~satisfied. These~~and ~~conditions~~capital ~~include,~~standards ~~among~~be ~~other~~maintained ~~things,~~by ~~(i)~~these ~~the~~subsidiaries ~~resale~~and ~~occurring~~contractual ~~not~~restrictions ~~less~~contained ~~than~~in ~~six months after~~ the ~~holder~~instruments ~~has~~governing ~~acquired~~their ~~and~~debt, ~~made~~existing ~~full~~or ~~payment~~to ~~for~~be ~~the~~incurred. ~~security,~~In ~~(ii)~~ the ~~availability~~event of ~~certain~~a ~~public information about the issuer~~bankruptcy, ~~and~~liquidation ~~(iii)~~or inreorganization ~~the~~of ~~case~~any of anour ~~affiliate~~subsidiaries, or ofany aother ~~non-affiliate~~future ~~who has held the security less than one year~~subsidiary, ~~(a)~~holders ~~the~~of ~~sale~~indebtedness ~~being~~and ~~made~~trade ~~through~~creditors awill ~~broker~~generally inbe anentitled ~~unsolicited~~to ~~“broker’s~~payment ~~transaction”~~of ortheir inclaims afrom ~~transaction directly with a market maker and (b)~~ the ~~amount~~assets of ~~securities~~those ~~being~~subsidiaries ~~sold~~before in any ~~three-month~~assets ~~period~~are ~~not~~made ~~exceeding~~available ~~certain specified limitations. The information required~~ for ~~Rule~~distribution ~~144~~ to ~~apply is not currently available and may not be available in the future~~us.

30Future ~~Table~~sales of ~~Contents~~common stock by shareholders, directors or officers could create volatility in our share price.

~~The~~Subject ~~market~~to ~~price~~compliance with applicable securities laws and the terms of any applicable lock-up arrangements, our ~~Common~~officers, ~~Shares~~directors, promoters and their affiliates may sell some or all of their common stock in the future. No prediction can be ~~volatile~~made as to the effect, if any, such future sales of common stock will have on the market price of our common stock prevailing from time to time. However, the future sale of a substantial number of shares of common stock by our officers and directors, promoters and their affiliates, or the perception that such sales could occur, could materially adversely affect prevailing market prices for our common stock.

~~The~~43 ~~market~~Table ~~price~~ of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control. This volatility may affect the ability of holders of the Common Shares to sell their securities at an advantageous price. Such volatility could be subject to significant fluctuations in response to numerous factors including:Contents

·Certain ~~the~~outstanding ~~public’s~~shares ~~reaction to the Company’s press releases, announcements and filings with regulatory authorities and those~~ of ~~its~~our ~~competitors;~~common ~~· fluctuations in broader~~ stock market prices and volumes or adverse changes in general market conditions or economic trends or as a result of the COVID-19 pandemic and/or social unrest generally; · changes in market valuations of similar companies; · investor perception of the Companyare, ~~its~~subject ~~prospects or the industry in general; · additions or departures of key personnel; Commencement of or involvement in litigation; · changes in the regulatory landscape applicable~~ to ~~the Company, the dietary supplement and/or the hemp industry; · media reports, publications or public statements relating to, or public perceptions of, the regulatory landscape~~ applicable tosecurities ~~the Company~~laws, ~~the~~generally ~~dietary~~immediately ~~supplement~~available ~~and/or~~for ~~the~~resale hemp industry, whether correct or not; · announcements by the Company or its competitors of strategic alliances, significant contracts, new technologies, acquisitions, dispositions, commercial relationships, joint ventures or capital commitments; · variations in the ~~Company’s~~public ~~quarterly~~markets. ~~results~~Additional ofshares ~~operations or cash flows or those~~ of ~~other~~our ~~comparable~~common ~~companies;~~stock ·issuable ~~revenues~~upon ~~and operating results failing to meet~~ the ~~expectations~~exercise of ~~securities~~stock ~~analysts~~options ormay ~~investors~~also inbecome aavailable ~~particular~~for ~~quarter;~~sale ~~· downward revision~~ in ~~securities analysts’ estimates; · changes in~~ the ~~Company’s~~public ~~pricing policies or the pricing policies of its competitors; · future issuances and sales of Common Shares or other securities of the Company~~market, ~~including~~which asmay aalso ~~result~~cause of the ~~conversion~~market ofprice ~~Seed Preferred Shares and sale~~ of ~~Common Shares issuable thereafter; · sales of Common Shares by insiders of~~ the ~~Company;~~common ·stock ~~third~~to ~~party~~fall. ~~disclosure~~Accordingly, ofif ~~significant~~substantial ~~short~~amounts ~~positions; · demand for and trading volume~~ of ~~Common~~common ~~Shares~~stock ofare ~~the~~sold ~~Company; · short-term fluctuation~~ in ~~share price caused by changes in general conditions in~~ the ~~domestic~~public ~~and worldwide economies or financial markets; · consequences of government action in response to COVID-19; changes in global financial markets and global economics and general~~ market ~~conditions~~, ~~such~~the asmarket ~~interest~~price ~~rates~~of ~~and~~our ~~product~~common ~~price volatility~~stock, ~~and~~which ~~including~~is ~~those~~thinly ~~caused~~traded bycould ~~COVID-19~~fall substantially.

~~The~~A ~~realization~~small ofnumber ~~any~~ of ~~these~~shareholders ~~risks~~may ~~and~~exercise ~~other~~significant ~~factors~~influence ~~beyond~~on ~~the~~matters ~~Company’s~~submitted ~~control could cause the market price of the Common Shares~~ to ~~decline~~Shareholders ~~significantly~~for approval.

InWe ~~addition,~~have ~~broad~~a ~~market,~~small ~~societal~~number ~~and industry factors may harm the market price~~ of ~~the~~shareholders ~~Common~~who ~~Shares of the Company. Hence~~own, ~~the~~in ~~price of~~ the ~~Common Shares could fluctuate based upon factors that have little or nothing to do with the Company~~aggregate, ~~and~~approximately ~~these~~a ~~fluctuations~~55% equity ~~could~~interest ~~materially~~in ~~reduce the price of the Common Shares regardless of the Company’s operating performance~~us. ~~Additionally,~~As ~~these~~a ~~factors~~result, asalthough ~~well~~these asshareholders ~~other related factors,~~ may ~~cause~~not ~~decreases~~have inan ~~asset~~agreement ~~values that are deemed~~ to beact ~~other~~in ~~than temporary~~concert, ~~which~~they ~~may~~have ~~result~~the inability ~~impairment~~to ~~losses.~~exercise ~~There~~significant ~~can~~influence beover nomatters ~~assurance~~submitted ~~that~~to ~~continuing~~the ~~fluctuations~~vote ~~in price and volume will not occur. If such increased levels~~ of ~~volatility~~shareholders ~~and~~for ~~market turmoil continue~~approval, ~~the~~whether ~~Company’s~~subject ~~operations~~to ~~could~~approval beby ~~adversely~~a ~~impacted,~~majority ~~and the trading price~~ of the ~~Common~~shareholders ~~Shares~~or ofspecial ~~the Company may be materially adversely affected~~resolution.

InWe ~~the~~may ~~past,~~issue ~~following~~additional ashares significant decline in the market price of a company’s securities, there have been instances of securities class action litigation having been instituted against that company. If the Company were involved in any similar litigation, it could incur substantial costs, management’s attention and ~~resources~~additional ~~could~~issuances ~~be diverted and it~~ could ~~harm~~dilute ~~the~~a ~~Company~~shareholder’s ~~business, operating results and financial condition~~holdings.

31We ~~Table~~may issue additional shares of ~~Contents~~common stock in the future which may dilute a shareholder’s holdings in us. Our preferred stock, and shareholders have no pre-emptive rights in connection with any future issuances. Our directors have the discretion to determine the provisions attaching to the common stock and the price and the terms of issue of further common stock and preferred stock.

WeAdditional doequity ~~not~~financing, ~~intend~~including pursuant to ~~pay~~an ~~dividends~~at-the-market onoffering, ~~its~~may ~~Common~~be ~~Shares~~dilutive to shareholders and could contain rights and preferences superior to those of the common stock. Debt financing may involve restrictions on our financing and operating activities. Debt financing may be convertible into other of our securities which may result in immediate or resulting dilution. In either case, ~~consequently~~additional financing may not be available to us on acceptable terms or at all. If we are unable to raise additional funds as needed, the ~~ability~~scope of ~~investors~~our tooperations ~~achieve~~or growth may be reduced and, as a ~~return~~result, onwe may be unable to accomplish our long-term goals and objectives. In this case, investors may lose all or part of their investment. ~~will~~Any ~~depend~~default ~~entirely~~under ondebt ~~appreciation~~instruments incould ~~the~~have ~~price~~a ofmaterial adverse effect on us, our business, or the ~~Company’s~~results ~~Common~~of ~~Shares~~operations.

WePurchasers ~~do not anticipate paying cash dividends on the Common Shares in the foreseeable future. The Company currently intends to retain all future earnings to fund the development and growth~~ of ~~its~~our ~~business.~~common ~~Any~~stock ~~payment~~may ofexperience ~~future~~immediate ~~dividends will be at the discretion of the directors~~ and ~~will~~substantial ~~depend~~dilution ~~on, among other things, the Company’s earnings, financial condition, capital requirements, level~~ of ~~indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that the directors deem relevant. Investors must rely on sales of~~ their ~~Common Shares after price appreciation, which may never occur, as the only way to realize a return on their~~ investment.

WeThe ~~have~~offering ~~not~~price ~~paid~~of ~~any cash dividends on~~ our common stock ~~and~~may dosignificantly ~~not~~exceed ~~intend~~the tonet ~~pay~~tangible ~~cash~~book ~~dividends~~value onper ~~our~~share ~~common~~of ~~stock in~~ the ~~foreseeable~~common ~~future~~stock. ~~We intend to retain future earnings~~Accordingly, ifa ~~any,~~purchaser ~~for reinvestment in the development and expansion~~ of our ~~business.~~common ~~Any~~stock ~~credit~~may ~~agreements,~~incur ~~which~~immediate weand ~~may~~substantial ~~enter~~dilution ~~into~~of ~~with~~their ~~institutional~~investment. ~~lenders,~~If ~~may~~outstanding ~~restrict~~options ~~our~~and ~~ability~~warrants to ~~pay~~purchase ~~dividends.~~common ~~Whether~~stock weare ~~pay~~exercised ~~cash~~or ~~dividends~~securities inconvertible ~~the~~into ~~future~~common ~~will~~stock beare atconverted, ~~the~~additional ~~discretion~~dilution ~~of our board of directors and~~ will beoccur. ~~dependent~~We ~~upon~~may ~~our~~sell ~~financial~~additional ~~condition,~~shares ~~results~~ of ~~operations,~~common ~~capital~~stock ~~requirements~~or ~~and any~~ other ~~factors~~securities that ~~the~~are ~~board~~convertible ofor ~~directors~~exchangeable ~~decides~~into iscommon ~~relevant.~~stock ~~Therefore, any return on your investment~~ in ~~our~~future ~~capital~~offerings ~~stock~~or ~~must~~we ~~come~~may ~~from~~issue ~~increases~~additional inshares ~~the~~of ~~fair~~common ~~market~~stock ~~value~~or ~~and~~other ~~trading~~securities ~~price~~to offinance ~~the~~future ~~capital stock~~acquisitions.

We ~~are~~cannot apredict ~~holding~~the ~~company~~size or nature of future sales or issuances of securities or the effect, if any, that such future sales and ~~our~~issuances ~~earnings~~will ~~depend~~have on the ~~earnings~~market price of our common stock. Sales or issuances of substantial numbers of shares of common stock or other securities that are convertible or exchangeable into common stock, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the common stock. With any additional sale or issuance of common stock or other securities that are convertible or exchangeable into common stock, investors will suffer dilution to their voting power and ~~distributions~~economic interest in us. Furthermore, to the extent holders of ~~its~~our ~~subsidiaries~~stock options or other convertible securities convert or exercise their securities and sell the common stock they receive, the trading price of the common stock may decrease due to the additional number of shares of our common stock available in the market.

~~The~~44 ~~Company~~Table ~~has limited assets other than cash, and will conduct substantially all~~ of its business through its current subsidiary and any newly acquired subsidiaries, which will generate all or substantially all our revenues. Our current ability and that of our acquired subsidiaries to distribute funds to us will depend on operating results, tax considerations (both domestic and foreign) and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by these subsidiaries and contractual restrictions contained in the instruments governing their debt, existing or if incurred. In the event of a bankruptcy, liquidation or reorganization of the Company’s subsidiary, or any other future subsidiary, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Company.Contents

Future sales of Common Shares by Shareholders, directors or officers could create volatility in the Company’s share price.

Subject to compliance with applicable securities laws and the terms of any applicable lock-up arrangements, the Company’s officers, directors, promoters and their affiliates may sell some or all of their Common Shares in the future. No prediction can be made as to the effect, if any, such future sales of Common Shares will have on the market price of the Common Shares prevailing from time to time. However, the future sale of a substantial number of Common Shares by the Company’s officers and directors, promoters and their affiliates, or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Common Shares of the Company.

Certain outstanding Common Shares of the Company are, subject to applicable securities laws, generally immediately available for resale in the public markets. Additional Common Shares issuable upon the exercise of stock options may also become available for sale in the public market, which may also cause the market price of the Common Shares to fall. Accordingly, if substantial amounts of Common Shares are sold in the public market, the market price could fall.

A small number of Shareholders may exercise significant influence on matters submitted to Shareholders for approval.

The Company has a small number of Shareholders who own, in the aggregate, approximately 50% equity interest in the Company. As a result, although such Shareholders may not have an agreement to act in concert, such Shareholders have the ability to exercise significant influence over matters submitted to Shareholders for approval, whether subject to approval by a majority of the Shareholders or special resolution.

32 Table of Contents

The Company may issue additional shares and additional issuances could dilute a Shareholder’s holdings.

The Company may issue additional Common Shares in the future which may dilute a Shareholder’s holdings in the Company. The Articles permit the issuance of 290,000,000 Common Shares and 10,000,000 Preferred Shares, and Shareholders have no pre-emptive rights in connection with any further issuances. The directors of the Company have the discretion to determine the provisions attaching to the Common Shares and the price and the terms of issue of further Common Shares and Preferred Shares.

Additional equity financing, including pursuant to an at-the-market offering, may be dilutive to Shareholders and could contain rights and preferences superior to those of the Common Shares. Debt financing may involve restrictions on the Company’s financing and operating activities. Debt financing may be convertible into other securities of the Company which may result in immediate or resulting dilution. In either case, additional financing may not be available to the Company on acceptable terms or at all. If the Company is unable to raise additional funds as needed, the scope of its operations or growth may be reduced and, as a result, the Company may be unable to fulfil its long-term goals. In this case, investors may lose all or part of their investment. Any default under such debt instruments could have a material adverse effect on the Company, its business, or the results of operations.

Purchasers of the Company’s Common Shares may experience immediate and substantial dilution of their investment.

The offering price of Common Shares may significantly exceed the net tangible book value per share of the Common Shares. Accordingly, a purchaser of Common Shares may incur immediate and substantial dilution of his, her or its investment. If outstanding options and warrants to purchase Common Shares are exercised or securities convertible into Common Shares are converted, additional dilution will occur. The Company may sell additional Common Shares or other securities that are convertible or exchangeable into Common Shares in future offerings or may issue additional Common Shares or other securities to finance future acquisitions.

The Company cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares or other securities that are convertible or exchangeable into Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares or other securities that are convertible or exchangeable into Common Shares, investors will suffer dilution to their voting power and economic interest in the Company. Furthermore, to the extent holders of the Company’s stock options or other convertible securities convert or exercise their securities and sell the Common Shares they receive, the trading price of the Common Shares may decrease due to the additional number of Common Shares available in the market.

Our management has broad discretion as to the use of the net proceeds from this offering allocated to working capital and general corporate purposes.

Our management will have broad discretion in the application of the net proceeds that are allocated to working capital and general corporate purposes. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this offering that are allocated to working capital and general corporate purposes in ways that holders of our common stock may not desire or that may not yield a significant return or any return at all. Our management not applying these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this offering that are allocated to working capital and general corporate purposes in a manner that does not produce income or that loses value.

Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline and would result in the dilution of your holdings.

Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements, if any, that might restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our common stock.

Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stock.

33 Table of Contents

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our Company does not own any real estate or other properties. Our business office is located at ~~Ten~~130 ~~Grand~~W 50th Street, ~~11th~~2nd Floor, ~~Brooklyn,~~ New York ~~11249. This~~, ~~address~~New isYork, ~~provided to the Company by one of its majority shareholders~~10020. The Company has not entered into any agreements for office space. Our wholly owned subsidiary, NOEO operates from space provided by our director and has a mailing address of HAUSplus GmbH Hohenzollerndamm 125 14199 Berlin, Germany. NOEO stores and ships its products from a fulfillment service located in Germany with which it is contracted to provide such services. Currently NOEO is in the process of relocating its operations to the United States.

ITEM 3. LEGAL PROCEEDINGS

The Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which 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 its interest.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is ~~not~~listed ~~traded~~ on ~~any~~the ~~exchange. Our~~OTCQB ~~common~~tier ~~stock~~of ~~is currently quoted on the~~ OTC Markets Group, Inc. ~~(“OTC Markets”) Pink tier~~ under the ~~trading~~ symbol “HLCO”. Our stock is currently not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling our stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making. We have submitted an application to uplist our common stock to the OTC Markets QB tier, and OTC Markets is currently undertaking the initial review under Rule 15c2-11, and we expect, although we cannot guarantee, that this uplisting will be completed in the near future, and that our stock will return to proprietary broker-dealer quotations. We cannot assure you that an active market will develop in the future for our common stock.

~~The~~Our ~~Company's~~ common stock is subject to rules adopted by the ~~Commission~~SEC regulating broker dealer practices in connection with transactions in "“penny stocks."” Those disclosure rules applicable to "“penny stocks"” require a broker dealer, prior to a transaction in a "“penny stock"” not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the ~~Securities and Exchange Commission~~SEC. That disclosure document advises an investor that investment in "“penny stocks"” can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "“penny stocks,"” to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "“penny stock"” is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for ~~the~~our ~~Company’s~~ common stock. Many brokers may be unwilling to engage in transactions in ~~the~~our ~~Company’s~~ common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

On October 1019, ~~2022~~2023, the last reported sales price of our common stock as reported by ~~Yahoo~~OTC ~~Finance~~Markets was $31.7572.

Record Holders

Our Common Stock

~~The~~Our ~~Company's~~shares of common ~~shares~~stock are issued in registered form. Pacific Stock Transfer Inc., Suite 300, 6725 Via Austi Parkway, Las Vegas, NV 89119, (800) 785-7782, is the registrar and transfer agent for the Company's common ~~shares~~stock.

As of October 1019, ~~2022~~2023, wethere ~~had~~were 6957,474,920 ~~shareholders~~shares of our common stock outstanding held by approximately 200 holders of record ~~for~~of our common stock. This number was derived from our stockholder records and adoes ~~total~~not include beneficial owners of 47our common stock whose shares are held in the name of various dealers,~~704~~ clearing agencies,~~920~~ ~~shares~~banks, ~~issued~~brokers and ~~outstanding~~other fiduciaries.

Our Seed Preferred Stock

~~The Company’s seed preferred stock is issued in registered form by our transfer agent,~~ Pacific Stock Transfer Inc~~, Suite 300, 6725 Via Austi Parkway, Las Vegas, NV 89119, (800) 785-7782~~. ~~Pacific~~ ~~Stock Transfer~~ is also the registrar and transfer agent for ~~the~~our ~~Company's~~ seed preferred shares.

As of October 1019, ~~2022~~2023, we had 1511 shareholders of record for our seed preferred stock and a total of 4645,~~660,~~000 shares of seed preferred stock issued and outstanding.

Our Seed Preferred Stock does not currently trade on any markets.

~~Dividends~~Dividend Policy

We have never declared ~~any~~or paid cash dividends ~~with~~on ~~respect to~~ our common stock. ~~Future~~We ~~payment~~currently ofintend ~~dividends~~to isretain ~~within~~all available funds and any future earnings for use in the ~~discretion~~operation of our ~~Board~~business and ~~will~~do ~~depend~~not onanticipate ~~our~~paying ~~earnings,~~any ~~capital~~cash ~~requirements,~~dividends ~~financial~~on ~~condition~~our ~~and~~common ~~other~~stock ~~relevant~~in ~~factors~~the near future. ~~Although~~We ~~there~~may ~~are~~also noenter ~~material~~into ~~restrictions~~credit ~~limiting,~~agreements or ~~that~~other ~~are~~borrowing ~~likely~~arrangements toin ~~limit,~~the future that will restrict our ability to declare or pay cash dividends on our common stock,. weAny ~~presently~~future ~~intend~~determination to ~~retain~~declare ~~future~~dividends ~~earnings,~~will ifbe ~~any,~~made ~~for~~at ~~use~~the indiscretion of our ~~business~~board of directors and ~~have~~will nodepend ~~present~~on ~~intention~~our tofinancial ~~pay~~condition, ~~cash~~operating ~~dividends~~results, oncapital requirements, contractual restrictions, general business conditions and other factors that our ~~common~~board ~~stock~~of directors may deem relevant.

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Equity Compensation Plan Information

On June 10, 2022, ~~the~~our ~~Board~~board of directors adopted the ~~Company~~2022 ~~adopted~~Omnibus Equity Incentive Plan, or the 2022 Omnibus Plan. Adoption of the 2022 Omnibus Plan was also approved on June 10, 2022, by the stockholders holding a majority of the outstanding voting capital stock of the Company. Under the 2022 Omnibus Plan, non-employee members of ~~the~~our ~~Board~~board of directors and employees and officers of the Company and its affiliates, including all executive officers, are eligible to receive options, stock appreciation rights, restricted stock, restricted stock units, stock grants, stock units, performance shares and performance units. The 2022 Omnibus Plan ~~will~~is becurrently administered by ~~the~~our ~~Board~~board of directors. The total number of shares of our common stock ~~of the Company~~ reserved and available for grant ~~pursuant~~under to the 2022 Omnibus Plan is ten million (10,000,000).

The 2022 Omnibus Plan expires in 10 years from the date of adoption, or June 9, ~~2033~~2032.

~~For~~The ~~purposes~~following ofsummary ~~determining~~briefly describes the ~~number~~principal features of ~~shares~~the of2022 ~~Stock~~Omnibus ~~available~~Plan ~~for~~and ~~grant~~is ~~under~~qualified ~~the~~in ~~Plan~~its ~~from~~entirety ~~time-~~by reference to~~-time:~~ the full text of the 2022 Omnibus Plan.

Awards that may be granted include: (a) ~~The~~Incentive ~~number~~Stock ofOptions, ~~shares~~or ofISOs, (b) Non-statutory Stock ~~reserved~~Options, ~~and~~(c) ~~available~~Stock ~~for~~Appreciation ~~grant~~Rights, ~~under~~or ~~this~~SARs, ~~Plan~~(d) ~~shall~~Restricted beStock, ~~reduced~~(e) byRestricted ~~one~~Stock Units, or RSUs, and (1g) ~~share~~Performance Awards. These awards offer us and our stockholders the possibility of ~~Stock~~future ~~for~~value, ~~each~~depending ~~share~~on ~~subject~~the tolong-term anprice ~~Award~~appreciation ~~granted~~of ~~under~~our ~~this~~common ~~Plan~~stock and the award holder’s continuing service with us.

~~(b)~~Stock Inoptions give the ~~event~~option ~~any~~holder ~~Award~~the ~~granted~~right ~~under~~to ~~this~~acquire ~~Plan~~from isus ~~forfeited,~~a ~~terminated,~~designated ~~canceled, or expired, the~~ number of shares of ~~Stock~~common ~~subject~~stock toat ~~such~~a ~~Award~~purchase ~~and~~price ~~related~~that ~~forfeiture,~~is ~~termination,~~fixed ~~cancellation~~at orthe ~~expiration,~~time ~~shall~~of ~~thereafter~~the grant of the option. The exercise price must generally not be ~~available~~less ~~for~~than ~~grant~~the orfair ~~added~~market ~~back~~value toof the ~~shares~~common stock on the date of grant. Stock ~~available~~options ~~for~~granted ~~grant~~may ~~under~~be ~~this~~either ~~Plan~~incentive onstock aoptions ~~one~~or non-~~for-one~~statutory ~~basis~~stock options.

~~(c)~~SARs, Ifwhich ~~shares~~may ofbe ~~Stock~~granted ~~are~~alone ~~not~~or ~~delivered~~ in ~~connection~~tandem with ~~any~~options, ~~Award~~have ~~because~~an ~~the~~economic ~~Award~~value issimilar ~~settled~~to inthat ~~cash,~~of ~~such~~options. When an SAR for a particular number of shares ~~shall~~is ~~not~~exercised, bethe ~~deemed~~holder receives a payment equal to ~~have~~the ~~been~~difference ~~delivered~~between ~~for~~the ~~purposes~~fair market value of ~~determining~~the shares on the ~~maximum~~date ~~number~~of exercise and the exercise price of the shares ofunder ~~Stock~~the ~~available~~SAR. The exercise price for ~~delivery~~SARs ~~under~~normally is the market price of the shares on the date the SAR is granted. Under the 2022 Omnibus Plan, ~~and~~holders ~~will~~of ~~again~~SARs may receive this payment – the appreciation value – either in cash or shares of common stock valued at the fair market value on the date of exercise. The form of payment will be ~~available~~determined ~~for~~by ~~grant~~the Company.

~~(d)~~Restricted ~~The exercise of a~~ stock~~-settled~~ ~~SAR~~awards orrepresent ~~broker-assisted~~issued ~~“cashless”~~and ~~exercise~~outstanding shares of ancommon ~~Option~~stock ~~(or~~subject ato ~~portion~~vesting ~~thereof)~~criteria. ~~will~~RSUs ~~reduce~~represent the ~~number~~right ofto receive shares of ~~Stock~~common ~~available~~stock ~~for~~subject ~~issuance~~to bysatisfaction ~~the~~of ~~entire~~vesting ~~number~~criteria. ofRestricted ~~shares~~stock ofand ~~Stock~~the ~~subject~~rights tounder ~~that~~RSUs ~~SAR~~are orforfeitable ~~Option~~and ~~(or~~non-transferable ~~applicable~~until ~~portion~~they ~~thereof),~~vest. ~~even~~The ~~though~~vesting adate ~~smaller~~or ~~number~~dates ofand ~~shares~~other ofconditions ~~Stock~~for ~~will~~vesting beare ~~issued~~established ~~upon~~when ~~such~~the anshares ~~exercise~~are awarded.

~~(e)~~The ~~Shares~~2022 ofOmnibus ~~Stock~~Plan ~~tendered~~also toprovides ~~pay~~for ~~the~~performance ~~exercise price of an Option or tendered~~awards, ~~withheld~~representing ~~or otherwise relinquished by~~ the ~~Participant~~right to ~~satisfy~~receive a ~~tax~~payment, ~~withholding~~which ~~obligation~~may ~~arising~~be in ~~connection with any Award will not become available for grant under~~ the ~~Plan.~~form ~~Moreover, shares~~ of ~~Stock purchased on the open market with~~ cash, ~~proceeds~~shares ~~generated by the exercise~~ of ancommon ~~Option~~stock, ~~will~~or ~~not~~a ~~increase~~combination, orbased ~~replenish~~on the ~~number~~attainment of ~~shares~~pre-established ~~available for grant~~goals.

~~(f)~~All ~~If the provisions~~ of ~~this Section 4.2 are inconsistent with~~ the ~~requirements~~permissible oftypes ~~any regulations promulgated by the Internal Revenue Service pursuant to Section 422~~ of ~~the~~awards ~~Code,~~under the ~~provisions~~2022 ofOmnibus ~~such~~Plan ~~regulations~~are ~~shall~~described ~~control~~in ~~over~~more ~~the~~detail ~~provisions of this Section 4~~below.~~2, but only as this Section 4.2 applies to Incentive Stock Options.~~

~~(g)~~Administration of the 2022 Omnibus Plan. The ~~Committee~~2022 ~~may~~Omnibus ~~adopt~~Plan ~~such~~is currently administered by our board of directors. All questions of interpretation of the 2022 Omnibus Plan, of any award agreement or of any other ~~reasonable~~form ~~rules~~of ~~and~~agreement ~~procedures~~or asother itdocument ~~deems~~employed toby us in the administration of the 2022 Omnibus Plan or of any award shall be ~~appropriate~~determined ~~for~~by ~~purposes~~the board of ~~determining~~directors, and such determinations shall be final, binding and conclusive upon all persons having an interest in the ~~number~~2022 Omnibus Plan or such award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the board of ~~shares~~directors in the exercise of ~~Stock~~its ~~that~~discretion ~~are~~pursuant ~~available~~to ~~for~~the ~~grant~~2022 Omnibus Plan or award agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein.

In47 ~~the~~Table ~~event~~ of ~~any~~ recapitalization, reclassification, stock dividend, stock split, any additional issuance of Stock or other securities, reverse stock split or other distribution with respect to the shares of Stock, or any similar corporate transaction or event in respect of the Stock, the Committee shall, in order to prevent the diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, make a proportionate adjustment in: (a) the number and class of shares of Stock made available for grant; (b) the number of shares of Stock set forth in the Plan and any other similar numeric limit expressed in the Plan; (c) the number and class of and/or price of shares of Stock, units, or other rights subject to the then-outstanding Awards; (d) the performance targets or goals appropriate to any outstanding Awards; or (e) any other terms of an Award that are affected by the event. Contents

36Eligible ~~Table~~Recipients. Persons eligible to receive awards under the 2022 Omnibus Plan are employees (including employees of ~~Contents~~affiliates and officers or directors who are also treated as employees); consultants, i.e., persons engaged to provide consulting or advisory services to the Company; and directors.

~~Notwithstanding~~Shares ~~anything~~Available inUnder the ~~Plan~~2022 toOmnibus ~~the~~Plan. The ~~contrary,~~maximum inaggregate ~~the~~number ~~event~~ of ~~any~~shares ~~such~~of ~~transaction~~common orstock ~~occurrence,~~that ~~the Committee, in its sole discretion,~~ may ~~provide in substitution for any or all outstanding Awards such alternative consideration (including cash) as it, in good faith, may determine to~~ be ~~equitable~~issued under the ~~circumstances~~2022 ~~and~~Omnibus ~~may require in connection therewith the surrender of all Awards so replaced. Any adjustments made pursuant to these events under the~~ Plan shall be ~~made~~10,000,000 inshares aand ~~manner~~shall ~~consistent~~consist ~~with the requirements~~ of ~~Section~~authorized ~~409A~~but ofunissued ~~the~~or ~~Code~~reacquired ~~and,~~shares ~~in the case~~ of ~~Incentive~~common ~~Stock~~stock ~~Options,~~or any ~~such~~combination ~~adjustments~~thereof, ~~shall~~subject beto ~~made~~adjustment infor acertain ~~manner~~corporate ~~consistent~~changes ~~with~~affecting the ~~requirements~~shares, ofsuch ~~Section 424(a) of the Code. Except~~ as ~~set~~stock ~~forth~~splits, nomerger, ~~Participant~~consolidation, ~~shall~~reorganization, ~~have~~reincorporation, ~~any other rights by reason of any~~ recapitalization, reclassification, or stock dividend,. ~~stock~~Shares ~~split,~~subject ~~reverse~~to ~~stock~~an ~~split~~award orunder ~~other~~the ~~distribution~~2022 ~~with~~Omnibus ~~respect~~Plan towhich ~~the~~are ~~shares of Stock~~canceled, forfeited or ~~any~~expires ~~similar~~again ~~corporate~~become ~~transaction~~available orfor ~~event~~grants inunder ~~respect~~the of2022 ~~the~~Omnibus ~~Stock~~Plan.

~~Notwithstanding~~Stock ~~any~~Options other provision in the Plan to the contrary, the aggregate grant date fair value (computed as of the Date of Grant in accordance with applicable financial accounting rules) of all Awards granted to any Non-Employee Director during any single calendar year, plus the aggregate amount of all cash fees earned and ~~paid~~Stock orAppreciation ~~payable to such director for services rendered for the same year, shall not exceed $500,000.~~Rights

~~Persons~~General. Stock ~~eligible~~options toand ~~participate~~SARs inshall ~~this~~be ~~Plan~~evidenced ~~include~~by ~~non-employee~~award ~~members~~agreements ofspecifying the ~~Board~~number ~~and~~of ~~employees~~shares ~~and~~of ~~officers~~common ofstock covered thereby, in such form as the ~~Company~~board ~~and~~of ~~its~~directors ~~Affiliates~~shall from time to time establish. ~~The~~Each ~~Committee~~stock ~~may~~option ~~determine~~grant onwill aidentify ~~case~~the option as an ISO or Non-~~by-case~~statutory ~~basis~~Stock Option. Subject to ~~make~~the ~~Awards~~provisions toof ~~Consultants~~the to2022 Omnibus Plan, the ~~Company~~board orof ~~its~~directors ~~Affiliates~~has the authority to determine all grants of stock options. ~~Awards~~That ~~may~~determination ~~also~~will beinclude: ~~granted~~(i) the number of shares subject to ~~prospective~~any ~~employees~~option; or(ii) ~~members~~the exercise price per share; (iii) the expiration date of the ~~Board~~option; ~~but~~(iv) nothe ~~portion~~manner, time and date of ~~any~~permitted ~~such~~exercise; ~~Award~~(v) ~~will~~other ~~vest~~restrictions, ~~become~~if ~~exercisable~~any, beon ~~issued,~~the option or ~~become~~the ~~effective~~shares ~~prior~~underlying to the ~~date~~option; onand ~~which~~(vi) ~~such~~any ~~individual~~other ~~begins~~terms toand ~~provide~~conditions ~~services~~as to the ~~Company~~board orof andirectors ~~Affiliate~~may determine.

~~Subject~~Exercise toPrice. ~~the~~The ~~provisions~~exercise ofprice ~~this~~for ~~Plan,~~each ~~the~~stock ~~Committee~~option ~~shall~~or ~~determine~~SAR ~~and~~shall ~~set~~be ~~forth~~established in the ~~applicable~~discretion ~~Award~~of ~~Agreement~~ the ~~extent~~board toof ~~which~~directors; aprovided, ~~Participant~~however, ~~shall~~that ~~have~~ the ~~right~~exercise toprice ~~retain~~per ~~and/~~share for the stock option or ~~exercise~~SAR anshall ~~Award~~be ~~following~~not ~~Termination~~less ofthan ~~Employment~~the ~~(or~~fair ~~Termination~~market value of ~~Service~~a inshare of common stock on the ~~case~~effective date of agrant ~~Non-Employee~~of ~~Director).~~the ~~Such~~stock ~~provisions~~option ~~need~~or ~~not~~SAR. beNotwithstanding ~~uniform~~the ~~among~~foregoing, ~~all~~a ~~types~~stock ofoption ~~Awards~~or ~~and~~SAR may ~~reflect~~be ~~distinctions~~granted ~~based~~with onan exercise price lower than the ~~reasons~~minimum ~~for~~exercise ~~such~~price ~~terminations,~~set ~~including~~forth ~~but~~above ~~not~~if ~~limited~~such ~~to,~~stock ~~death,~~option ~~Disability,~~or aSAR ~~Change~~is ofgranted ~~Control,~~pursuant ato ~~termination~~an assumption or substitution for ~~cause~~another oroption ~~reasons~~in ~~relating~~a tomanner ~~the~~qualifying ~~breach~~under orthe ~~threatened~~provisions ~~breach~~of Section 424(a) of ~~restrictive~~the ~~covenants~~Code.

~~Subject~~Exercise Terms. Stock options may be immediately exercisable but subject to ~~the~~repurchase ~~terms~~or ofmay ~~the~~be ~~Plan~~exercisable at such time or times, ~~the~~or ~~Award~~upon ~~Agreement~~such event or events, and ~~any~~subject ~~applicable~~to ~~law~~such terms, ~~payments~~conditions, orperformance ~~transfers~~criteria toand restrictions as shall be ~~made~~determined by the ~~Company~~board orof ~~any~~directors ~~Subsidiary~~and onset forth in the ~~grant,~~award ~~exercise~~agreement orevidencing ~~settlement~~such ofstock anoption. ~~Award~~No ~~may~~stock option or SAR shall be ~~made~~exercisable inafter ~~such~~the ~~forms~~expiration asof ~~determined~~ten byyears after the ~~Committee,~~effective ~~including,~~date ~~without~~of ~~limitation,~~grant ~~cash,~~of ~~Stock,~~such ~~other~~stock ~~Awards,~~option or ~~other~~SAR. ~~property~~Subject to the foregoing, orunless ~~any~~otherwise ~~combination~~specified ~~thereof,~~by ~~and~~the ~~may~~board beof ~~made~~directors in the grant of a ~~single~~stock ~~payment~~option or ~~transfer~~SAR, inany ~~installments,~~stock option or ~~any~~SAR ~~combination~~granted ~~thereof,~~under inthe ~~each~~2022 ~~case~~Omnibus ~~determined~~Plan shall terminate ten years after the effective date of grant of the stock option or SAR, unless earlier terminated in accordance with ~~rules~~its ~~adopted~~provisions. byThe ~~the~~board ~~Committee~~of directors may set a reasonable minimum number of shares of common stock that may be exercised at any one time.

~~The~~Expiration ~~exercise~~or ~~price~~Termination. Options, ~~per~~if ~~share~~not ofpreviously ~~Stock~~exercised, ~~pursuant~~will toexpire ~~any~~on ~~Option~~the ~~shall~~expiration bedate ~~equal~~established toby the ~~Fair~~board ~~Market~~of ~~Value~~directors ofat ~~one~~the ~~share~~time of ~~Stock~~grant. asIn of the ~~Date~~case of ~~Grant~~incentive ~~unless~~stock ~~the~~options, ~~Committee~~such ~~sets~~term acannot ~~higher~~exceed ~~exercise~~ten ~~price~~years provided that in the ~~Award~~case ~~Agreement.~~of ~~Notwithstanding~~holders ~~the~~of ~~foregoing~~more than 10% of our total combined voting stock, ansuch ~~Option~~term ~~may~~cannot beexceed ~~granted~~five ~~with~~years. anOptions ~~Option~~will ~~exercise~~terminate ~~price~~before ~~lower~~their ~~than~~expiration ~~that~~date ~~set~~if ~~forth~~the inholder’s service with our company or a subsidiary terminates before the ~~preceding~~expiration ~~sentence~~date. ifThe ~~such~~option ~~Option~~may isremain ~~granted~~exercisable ~~pursuant~~for tospecified anperiods ~~assumption~~after certain terminations of employment, including terminations as a result of death, disability or ~~substitution~~retirement, ~~for~~with ~~another~~the precise period during which the option inmay abe ~~manner~~exercised ~~satisfying~~to be established by the ~~provisions~~board of ~~Section~~directors ~~424(a)~~and ofreflected in the ~~Code~~grant evidencing the award.

Incentive Stock Options. Stock ~~shall~~options beintending ~~exercisable~~to atqualify ~~such~~as ~~times~~ISOs ~~and~~may inonly ~~such~~be ~~manner~~granted to employees, ~~and~~as determined by the board of directors. No ISO shall be ~~subject~~granted to any person if immediately after the grant of such ~~restrictions~~award, ~~and~~such ~~conditions~~person would own common stock, asincluding common stock subject to outstanding awards held by him or her under the ~~Committee~~2022 ~~shall,~~Omnibus inPlan ~~each~~or ~~instance~~any ~~approve~~other plan established by the Company, ~~which~~amounting ~~need~~to ~~not~~more bethan 10% of the ~~same~~total ~~for~~combined ~~each~~voting ~~grant~~power or ~~for~~value ~~each~~of ~~Participant~~all classes of stock of the Company. ~~The~~To ~~Committee~~the ~~may~~extent ~~prescribe~~that ~~performance~~the oraward ~~other~~agreement ~~conditions~~specifies that an option is intended to be treated as an ISO, ifthe ~~any~~option is intended to qualify to the greatest extent possible as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be so construed; provided, however, that ~~must~~any such designation shall not be ~~satisfied~~interpreted ~~before~~as ~~all~~a representation, guarantee or other undertaking on the part of the Company that the option is or will be determined to qualify as an ~~Option~~ISO. ~~may~~If and to the extent that any shares of stock are issued under a portion of any option that exceeds the $100,000 limitation of Section 422 of the Code, such shares of common stock shall not be ~~exercised~~treated as issued under an ISO notwithstanding any designation otherwise.

~~The~~48 ~~exercise~~Table ~~price for any Option shall be paid in cash or shares~~ of Stock (through actual tender or by attestation). In the Award Agreement, the Committee also may prescribe other methods by which the exercise price of an Option may be paid and the form of payment including, without limitation, any net-issuance arrangement or other property acceptable to the Committee (including broker-assisted “cashless exercise” arrangements), and the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants.Contents

~~Incentive~~Restricted Stock ~~Options~~Awards. ~~shall~~A berestricted ~~granted~~stock ~~only~~award tois ~~Participants~~a ~~who~~grant ~~are~~of ~~employees~~shares of ~~the~~common ~~Company~~stock. orThese ~~any~~awards ~~Subsidiary. Except~~will asbe ~~provided~~subject into ~~the~~such ~~Plan~~conditions, ~~the~~restrictions ~~exercise~~and ~~price~~contingencies ~~per~~as ~~share~~the board of ~~Stock~~directors ~~pursuant~~shall todetermine ~~any~~at ~~Incentive~~the ~~Stock~~date ~~Option~~of ~~shall~~grant, beincluding ~~equal to~~ the ~~Fair~~attainment ~~Market Value~~ of one ~~share~~or ofmore ~~Stock~~performance ascriteria. ofThose ~~the~~may ~~Date~~include ofrequirements ~~Grant~~for ~~unless~~continuous ~~the~~service ~~Committee~~and/or ~~sets~~the aachievement ~~higher~~of ~~exercise~~specified ~~price~~performance ingoals. ~~the~~Restricted ~~Award~~stock ~~Agreement.~~is ~~Notwithstanding~~forfeitable ~~the~~and ~~foregoing,~~generally annon-transferable until ~~Option~~it ~~may~~vests. beThe ~~granted~~vesting ~~with~~date anor ~~Option~~dates ~~exercise~~and ~~price~~other ~~lower~~conditions ~~than~~for ~~that~~vesting ~~set~~are ~~forth~~established inwhen the ~~preceding~~shares ~~sentence~~are ifawarded. ~~such~~Holders ~~Option~~of isrestricted ~~granted~~stock ~~pursuant~~otherwise togenerally anhave ~~assumption~~the orrights ~~substitution~~of ~~for~~stockholders ~~another~~of ~~option~~the inCompany, aincluding ~~manner~~voting ~~satisfying~~and ~~the~~dividend ~~provisions~~rights, ofto ~~Section 424(a) of~~ the ~~Code. An~~same ~~Incentive~~extent ~~Stock~~as ~~Option~~other ~~shall~~stockholders ~~lapse~~of in the ~~following circumstances:~~Company.

37Restricted ~~Table~~Stock Units. An RSU is a right to receive stock on a future date. The purchase price for shares of ~~Contents~~stock issuable under each RSU award shall be established by the board of directors in its discretion. Except as may be required by applicable law or established by the board of directors, no monetary payment (other than applicable tax withholding) shall be required as a condition of receiving a RSU award. Shares issued pursuant to any RSU award may (but need not) be made subject to vesting conditions based upon the satisfaction of such service requirements, conditions, restrictions or performance criteria, as shall be established by the board of directors and set forth in the award agreement evidencing such award.

~~(1)~~Performance Awards. The ~~Incentive~~board ~~Stock~~of ~~Option~~directors shall ~~lapse~~designate ~~ten~~the ~~(10)~~terms ~~years~~and ~~from~~conditions of each performance award, including the ~~Date~~applicable performance criteria and performance period. Each performance award shall entitle the participant to a payment in cash or common stock upon the attainment of ~~Grant,~~performance ~~unless~~criteria anand ~~earlier~~other ~~time~~terms isand conditions specified by the board of directors. Notwithstanding the satisfaction of any performance criteria, the amount to be paid under a performance award may be adjusted by the board of directors on the basis of such further consideration as the board of directors in its sole discretion shall determine. The board of directors may, in its discretion, substitute actual common stock for the ~~Award~~cash ~~Agreement;~~payment otherwise required to be made to a participant pursuant to a performance award.

Performance Criteria. Under the 2022 Omnibus Plan, performance criteria means business criteria including, but not limited to: revenue; revenue growth; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating income; pre-or after-tax income; net operating profit after taxes; economic value added (2or an equivalent metric); ~~The~~ratio ~~Incentive~~of ~~Stock~~operating ~~Option~~earnings ~~shall~~to ~~lapse~~capital ~~upon~~spending; acash ~~Termination~~flow (before or after dividends); cash-flow per share (before or after dividends); net earnings; net sales; sales growth; share price performance; return on assets or net assets; return on equity; return on capital (including return on total capital or return on invested capital); cash flow return on investment; total stockholder return; improvement in or attainment of ~~Employment~~expense ~~for~~levels; ~~any~~and ~~reason~~improvement ~~other~~in ~~than~~or attainment of working capital levels or performance criteria. Any performance criteria may be used to measure the ~~Participant~~Company’s ~~death~~performance oras ~~Disability,~~a ~~unless~~whole ~~otherwise~~or ~~provided~~any inof the ~~Award~~Company’s ~~Agreement;~~business units and may be measured relative to a peer group or index.

~~(3)~~Other IfMaterial ~~the~~Provisions. Awards ~~Participant~~will ~~incurs~~be evidenced by a ~~Termination~~written agreement, in such form as may be approved by the board of ~~Employment~~directors. onIn ~~account~~the event of ~~death~~various orchanges ~~Disability~~to ~~before~~the capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the ~~Option~~board ~~lapses~~of ~~pursuant~~directors to ~~paragraph~~the ~~(1)~~number of shares covered by outstanding awards or ~~(2),~~to the ~~Incentive~~exercise ~~Stock~~price ~~Option~~of ~~shall~~such ~~lapse~~awards. onThe board of directors generally has the ~~earlier~~power ~~of:~~to ~~(i)~~accelerate the ~~scheduled~~exercise ~~expiration~~or ~~date~~vesting period of an award. The board of directors is also permitted to include in the ~~Option;~~written oragreement ~~(ii)~~provisions ~~twelve~~that ~~(12)~~provide ~~months~~for ~~after~~certain changes in the ~~date~~award ofin the ~~Participant’s~~event ~~Termination~~of a change of ~~Employment~~control onof ~~account~~our company, including acceleration of ~~death~~vesting or ~~Disability.~~payment ~~Upon~~of the ~~Participant’s~~value ~~death~~of the vested portion or, ~~Disability~~in its discretion, ~~any~~unvested ~~Incentive~~portion ~~Stock~~of ~~Options~~an ~~exercisable~~award in cash, stock, or property. Except as otherwise determined by the board of directors at the ~~Participant’s~~date ~~death~~of orgrant, ~~Disability~~and ~~may~~subject beto ~~exercised~~the byterms of the ~~Participant’s~~2022 ~~legal~~Omnibus ~~representative~~Plan, orawards ~~representatives~~will not be transferable, other than by will or the ~~person~~laws orof ~~persons~~descent ~~entitled~~and distribution. Prior to doany soaward ~~pursuant~~distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. The board of directors has the ~~Participant’s~~authority, ~~last~~at ~~will~~any ~~and~~time, ~~testament~~to indiscontinue the ~~case~~granting of ~~death,~~awards. The board of directors also has the authority to alter or, ifamend the ~~Participant~~2022 ~~fails~~Omnibus Plan or any outstanding award or may terminate the 2022 Omnibus Plan as to ~~make~~further ~~testamentary~~grants, ~~disposition~~provided that no amendment may be made without the approval of our stockholders to the extent that such ~~Incentive~~approval ~~Stock~~is ~~Option~~required by law or ~~dies~~applicable ~~intestate~~rules of a securities exchange, and except as otherwise provided by the ~~person~~2022 orOmnibus ~~persons~~Plan, ~~entitled~~no toamendment ~~receive~~that ~~the~~would ~~Incentive~~adversely ~~Stock~~affect ~~Option~~any ~~pursuant~~outstanding toaward made under the ~~applicable~~2022 ~~laws~~Omnibus Plan may be made without the consent of ~~descent~~the ~~and~~holder ~~distribution~~of such award.

~~(The~~49 ~~aggregate~~Table ~~Fair Market Value (determined as~~ of the time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any one calendar year may not exceed $100,000 or such other limitation as may then be imposed by Section 422(d) of the Code or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Nonqualified Stock Options.Contents

AnThe ~~Incentive~~Company ~~Stock~~has ~~Option~~issued ~~may be granted to any employee who, at~~ the ~~Date~~following ~~of Grant, owns~~ stock ~~possessing~~options ~~more than 10% of the total combined voting power of all classes of Stock of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the Date of Grant~~ and ~~the~~stock ~~Option~~awards isunder ~~exercisable for no more than five (5) years from~~ the ~~Date~~2022 ofEquity ~~Grant. The~~Incentive base value per share of Stock pursuant to any SAR shall be equal to the Fair Market Value of one share of Stock as of the Date of Grant unless the Committee sets a higher base value in the Award Agreement. SARs shall be exercisable at such times and in such manner, and shall be subject to such restrictions and conditions, as the Committee shall, in each instance approve, which need not be the same for each grant or for each Participant. The Committee may prescribe performance or other conditions, if any, that must be satisfied before all or part of a SAR may be exercised. Each SAR shall expire at such time as the Committee shall determine as of the Date of Grant; provided, however, that no SAR shall be exercisable later than the tenth (10th) anniversary of the Date of Grant. Upon exercise of the SAR, the Participant shall be entitled to receive a payment equal to the amount determined by multiplying: (i) the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise over the base value fixed by the Committee on the Date of Grant, by (ii) the number of shares with respect to which the SAR is exercised. Payment shall be made in the manner and at the time specified by the Committee in the Award Agreement. At the discretion of the Committee, the Award Agreement may provide for payment for the SARs in cash, shares of Stock of equivalent value, or in a combination thereof. Notwithstanding any other provision in the Plan to the contrary, without approval of the Company’s shareholders, a SAR may not be amended, modified downward or repriced to reduce the exercise price of any previously granted SAR after the Date of Grant or take any action that would be treated as ~~a repricing under the rules~~ of ~~any~~June ~~national securities exchange on which the Stock is then listed~~30, ~~quoted, or traded~~2023. Except as otherwise provided in Section 4.4 with respect to an adjustment in capitalization, a SAR also may not be surrendered in consideration of or exchanged for cash, other Awards or a new SAR having an exercise price below the exercise price of the SAR being surrendered or exchanged.

Subject to the terms and provisions of the Plan, Restricted Stock may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. Restricted Stock Awards are subject to the following terms and conditions. Restricted Stock shall be subject to such conditions and/or restrictions as the Committee may impose (including, without limitation, limitations on transferability, the right to receive dividends, or the right to vote the Restricted Stock), which need not be the same for each grant or for each Participant. These restrictions may lapse separately or in combination at such times, in such circumstances, in such installments, or otherwise, as determined by the Committee. Except as otherwise provided in the Award Agreement, Participants holding shares of Restricted Stock may not exercise e voting rights with respect to the shares of Restricted Stock during the period of restriction. Except as otherwise provided in the Award Agreement, upon a Termination of Employment (or Termination of Service in the case of a Non-Employee Director) during the applicable period of restriction, Restricted Stock that is at that time subject to restrictions shall be forfeited. The Committee may provide in the Award Agreement that the restrictions or forfeiture conditions relating to a Restricted Stock Award will be waived in whole or in part in the event of a Termination of Employment (or Termination of Service in the case of a Non-Employee Director) resulting from specified causes. The Committee also may waive in whole or in part any other restrictions or forfeiture conditions relating to a Restricted Stock Award. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, the certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may retain physical possession of the certificate until such time as all applicable restrictions lapse.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
Equity compensation plans approved by security holders		3,091,250	$	0.001		3,808,750	⁽¹⁾
Equity compensation plans not approved by security holders		-		-		-

Total		3,091,250	$	0.001		3,808,750	⁽¹⁾

38(1) ~~Table~~As of ~~Contents~~June 30, 2023 the Company has also approved the issuance of a total of 3,100,000 restricted stock awards in the form of shares of unregistered common stock to various officers, directors and consultants, which amount has been reduced from the total shares available under the 2022 Omnibus Plan.

Subject to the terms and provisions of the Plan, Restricted Stock Units may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. Restricted Stock Unit Awards are subject to the following terms and conditions: Restricted Stock Unit Awards grant a Participant the right to receive a specified number of shares of Stock, or a cash payment equal to the Fair Market Value (determined as of a specified date) of a specified number of shares of Stock, subject to such conditions and/or restrictions as the Committee may impose, which need not be the same for each grant or for each Participant. These restrictions may lapse separately or in combination at such times, in such circumstances, in such installments, or otherwise, as determined by the Committee. Except as otherwise provided in the Award Agreement, upon a Termination of Employment (or Termination of Service in the case of a Non-Employee Director) during the applicable period of restriction, Restricted Stock Units that are at that time subject to restrictions shall be forfeited. The Committee may provide in any Award Agreement that restrictions or forfeiture conditions relating to a Restricted Stock Unit Award will be waived in whole or in part in the event of a Termination of Employment (or Termination of Service in the case of a Non-Employee Director) resulting from specified causes. The Committee also may waive in whole or in part any other restrictions or forfeiture conditions relating to a Restricted Stock Unit Award. Payment for vested Restricted Stock Units shall be made in the manner and at the time designated by the Committee in the Award Agreement. In the Award Agreement, the Committee may provide that payment will be made in cash or Stock, or in a combination thereof.

Subject to the terms and provisions of the Plan, Stock Grant Awards may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. A Stock Grant Award grants the Participant the right to receive (or purchase at such price as determined by the Committee) a designated number of shares of Stock free of any vesting restrictions. The purchase price, if any, for a Stock Grant Award shall be payable in cash or other form of consideration acceptable to the Committee. A Stock Grant Award may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such Participant. Subject to the terms and provisions of the Plan, Stock Unit Awards may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. A Stock Unit Award grants the Participant the right to receive a designated number of shares of Stock, or a cash payment equal to the Fair Market Value (determined as of a specified date) of a designated number of shares of Stock, in the future free of any vesting restrictions. A Stock Unit Award may be granted as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such Participant.

Subject to the terms and provisions of the Plan, Performance Share Awards may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. A Performance Share Award grants the Participant the right to receive a specified number of shares of Stock depending on the satisfaction of any one or more Performance Goals during one or more Performance Periods as determined by the Committee. Unless otherwise provided in the Award Agreement, payment for vested Performance Shares shall be made in Stock. Subject to the terms and provisions of the Plan, Performance Unit Awards may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. A Performance Unit Award grants the Participant the right to receive a specified number of shares of Stock or a cash payment equal to the Fair Market Value (determined as of a specified date) of a specified number of shares of Stock depending on the satisfaction of any one or more Performance Goals during one or more Performance Periods as determined by the Committee. At the discretion of the Committee, the Award Agreement may provide for payment for vested Performance Unit Awards in cash, shares of Stock of equivalent cash value, or in a combination thereof. The Performance Goal or Goals and Performance Period or Periods applicable to any Performance Share or Performance Unit Award shall be based on the Performance Goal selected by the Committee and designated in the Award Agreement.

39 Table of Contents

The Company has issued the following stock options and stock awards under the 2022 Equity Incentive Plan as of June 30, 2022:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
Equity compensation plans approved by security holders		3,166,250	$	0.001		3,733,750	(1)
Equity compensation plans not approved by security holders		0		0		0
Total		3,166,250	$	0.001		3,733,750	(1)

(1) As at June 30, 2022 the Company has also approved the issuance of a total of 3,100,000 restricted stock awards in the form of shares of unregistered common stock to various officers, directors and consultants, which amount has been reduced from the total shares available under the 2022 Omnibus Plan.

Recent Sales of Unregistered Securities

On ~~September~~April 276, ~~2022~~2023, ~~the~~stock ~~Company~~options ~~issued~~to 3acquire 200,~~700,~~000 ~~restricted stock awards in the form of unregistered~~ shares of ~~the Company’s~~ common stock towere ~~certain~~exercised ~~officers,~~at ~~directors~~$0.001 ~~and~~per ~~consultants~~share infor ~~accordance~~cash ~~with~~proceeds ~~the terms~~ of ~~the~~$200 ~~Company’s~~and ~~2022~~a ~~Omnibus~~total ~~Plan. These~~of 200,000 shares ~~were valued on grant date at the fair market value~~ of ~~the~~unregistered, restricted common stock aswere ~~reported~~issued byto ~~OTCMarkets,~~the ~~or $3~~holder.~~75 per share.~~

InOn ~~September~~April ~~2022~~7, ~~the~~2023 ~~Company~~we ~~granted~~issued ~~10-year~~125,000 ~~stock~~unregistered, ~~options~~restricted ~~for~~shares ~~the purchase~~ of ~~3,166,250 shares if our~~ common stock ~~at an exercise price of $0.001 per share~~ to ~~various~~one ~~employees,~~corporate ~~consultants~~subscriber ~~and~~under ~~directors in accordance with~~ the terms of ~~the~~a ~~Company’s~~private ~~2022~~placement ~~Omnibus~~at ~~Plan~~$2.00 ~~The~~per ~~terms~~share offor the grants include various vesting provisions including time and performance criteria, as well as vesting start dates retroactive to prior to the fiscal year ended June 30, 2022. Stock options to purchase a total ofproceeds ~~621,875 shares~~ of ~~our common stock were fully vested at June 30~~$250, ~~2022 and the Company recorded the associated expense during the fiscal year ended June 30, 2022~~000.

~~There~~On ~~were~~April no27, ~~sales~~2023 ofwe ~~equity~~issued ~~securities~~750,000 ~~during~~unregistered, ~~the~~restricted ~~period~~shares ~~covered~~of bycommon ~~this~~stock ~~Report~~to ~~that~~two ~~were~~corporate ~~not~~subscribers ~~previously~~under ~~included~~the interms of a ~~Current~~private ~~Report~~placement onat ~~Form~~$2.00 ~~8-K~~per share for total proceeds of $1,500,000.

40On ~~Table~~June 1, 2023, 2,265,000 shares of ~~Contents~~seed preferred stock were converted into 2,265,000 shares of common stock.

The 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, thereunder. These 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.

There were no other sales of equity securities during the period covered by this Report that were not registered under the Securities Act or were not previously reported in a Current Report on Form 8-K filed by the Company.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~This ~~following~~Annual ~~discussion~~Report ~~should~~on beForm ~~read~~10-K incontains ~~conjunction~~predictions, ~~with~~estimates ~~the~~and ~~Company's~~other ~~audited~~forward-looking ~~consolidated~~statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements ~~and~~by ~~the~~terminology ~~related~~such ~~notes~~as ~~for~~“may,” ~~the~~“should,” ~~years~~“intends,” ~~ended~~“expects,” ~~June~~“plans,” 30“anticipates,” ~~2022~~“believes,” ~~and~~“estimates,” ~~2021~~“predicts,” ~~that~~“potential,” ~~appear~~or ~~elsewhere~~“continue” inor ~~this~~the ~~annual~~negative ~~report.~~of ~~The~~these ~~following~~terms ~~discussion~~or ~~contains~~other ~~forward~~comparable terminology. Forward-looking statements ~~that~~involve ~~reflect~~known ~~the~~and ~~Company's~~unknown ~~plans~~risks, ~~estimates~~uncertainties and ~~beliefs.~~other ~~The~~factors ~~Company's~~including ~~actual~~the ~~results~~risks ~~could~~set ~~differ~~forth ~~materially~~in ~~from~~the ~~those~~section ~~discussed~~entitled “Risk Factors” in ~~the~~this ~~forward-looking~~Annual ~~statements.~~Report ~~Factors~~on Form 10-K, that ~~could~~may cause our actual results, performance or ~~contribute~~achievements to ~~such~~be ~~differences~~materially ~~include~~different ~~but~~from ~~are~~any ~~not~~future ~~limited~~results, toperformances ~~those~~or ~~discussed~~achievements ~~below~~expressed ~~and~~or ~~elsewhere~~implied inby ~~this~~the ~~annual~~forward-looking ~~report~~statements.

~~The~~Forward-looking ~~Company'~~statements represent our management’s ~~consolidated~~beliefs ~~financial~~and ~~statements~~assumptions ~~are~~only ~~stated~~as inof ~~United~~the ~~States~~date ~~Dollars~~of ~~and~~this ~~are~~Report. ~~prepared~~You inshould ~~accordance~~read this Report with ~~United~~the ~~States~~understanding ~~Generally~~that ~~Accepted~~our ~~Accounting~~actual ~~Principles~~future results may be materially different from what we expect.

~~Overview~~All forward-looking statements speak only as of ~~Current~~the ~~Operations~~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.

~~Results~~The management’s discussion and analysis of ~~Operations~~our ~~for~~financial ~~the~~condition ~~years~~and ~~ended~~results ~~June~~of 30operations are based upon our financial statements, ~~2022~~which ~~and~~have ~~2021~~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 the Company's audited consolidated financial statements and the related notes for the fiscal years ended June 30, 2023 and 2022, that appear elsewhere in this Annual Report. The Company's consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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 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.

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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 Super 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 revenue growth of 11,477 percent and $180 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, antioxidants, phytonutrients and enzymes, beneficial for health and well-being. Every ingredient is grown, harvested, 3rd party tested, and packaged 100% sustainably. 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 4, 2022, we entered into a credit agreement with certain lenders who agreed to extend a credit facility to us consisting of 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 established by an administrative agent party to the credit agreement.

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 3, 2023, we concluded the acquisition of certain assets of Chopra Global, LLC, a Delaware limited liability company including the Chopra App - a wellness and meditation app, certain products and services including guided meditation packages and detox kits and operation of select Chopra branded health and wellness retreats. In connection with this acquisition, we drew a further $1.873 million from our credit facility. We added 8 employees as a result of this acquisition.

On April 20, 2023, we amended our Amended and Restated Articles of Incorporation to restate in its entirety Article Fourth, Section B – Preferred Stock (i) to allow for the optional conversion of our 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.

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Results of Operations

Fiscal Years ended June 30, 2023 and June 30, 2022

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

	June 30,			June 30,
	2023			2022			$ Change
Revenue	$	8,895		$	-		$	8,895
Cost of revenue		6,905			-			6,905
Gross profit		1,990			-			1,990

Operating expenses
Advertising and marketing		2,021			-			2,021
General and administrative		10,568			7,014			3,554
Professional and consulting fees		8,204			525			7,679
Impairment of intangible		-			138			(138	)
Impairment of goodwill		3,869			-			3,869
Management fees		1,567			585			982
Total operating expenses		26,228			8,262			17,966

Loss from operations before taxes	$	(24,238	)	$	(8,262	)		(15,977	)

Other income (expense)		3,240			-			3,240
Interest expense		(669	)		(2	)		(666	)
Foreign currency gain (loss)		358			-			358
Total Other expense		2,930			(2	)		2,932

Provisions for income taxes		-			-			-

Net loss	$	(21,309	)	$	(8,264	)		(13,045	)

Revenue

~~The~~During ~~Company~~the ~~did~~fiscal ~~not~~year ~~report~~ended ~~any~~June 30, 2023, we generated revenues ~~during~~of $8,895 as compared to $0 in the fiscal ~~years~~year ended June 30, 2022. Cost of revenue in the fiscal year ended June 30, 2023 was $6,905 as compared to $0 in the prior comparative period. We reported gross profit of $1,990 at June 30, 2023 compared to $0 in the fiscal year ended June 30, 2022. The increase in revenues period over period is related to our acquisition of the Your Super and ~~2021~~Chopra wellness assets in October 2022 and March 2023.

Operating Loss

~~Fiscal~~We ~~Years~~reported operating expenses of $26,228 resulting in a loss from operations of $24,238 for the fiscal year ended June 30, 2023, as compared to operating expenses of $8,262 resulting in a loss from operations of $8,262 for the fiscal year ended June 30, 2022. The substantial increase to our current period loss is a direct result of an increase in operational expenses of $17,966, consisting of increases to general and ~~2021~~ administrative expenses of $3,554, predominantly related to stock based compensation in the current fiscal year as well as increased salaries and overhead with respect to our newly acquired operating assets, an increase to professional and consulting fees of $7,679 related to the completion of certain transactions whereby we acquired operating assets in the wellness sector, including financing fees and associated costs, goodwill impairment of $3,869, and an increase to management fees of $982 also as a result of the increase to our workforce as a result of the acquisition of new operations. In addition, during the fiscal year we incurred advertising and marketing expenses of $2,021, with no comparative expenses in the fiscal year ended June 30, 2022. These increased costs were a result of our expansion into the health and wellness sector.

~~The~~53 ~~following~~Table ~~table summarizes key items~~ of ~~comparison and their related changes for the years ended June 30, 2022, and June 30, 2021:~~Contents

	June 30, 2022			June 30, 2021			Change betweenthe fiscal years $
Revenues	$	-		$	-
Operating expenses
General and Administrative (includes stock-based compensation of $5,328,228 for the year ended June 30, 2022)		7,013,890			69,253			6,944,637
Professional and Consulting fees		524,819			44,094			480,725
Impairment of intangible assets		138,366			-			138,366
Management fees		584,794			-			584,794
Total operating expenses		8,261,868			113,347			8,148,522
Loss from Operations before income taxes	$	(8,261,868	)	$	(113,347	)		(8,148,522	)

Other Income / Expenses

~~The~~For ~~Company reported an operating loss of $8,261,868 for~~ the fiscal year ended June 30, ~~2022~~2023, aswe ~~compared~~recorded tointerest anexpenses ~~operating~~of ~~loss~~$669 compared to $2 for the ~~period~~fiscal year ended June 30, ~~2021~~2022, ofas ~~$113,347.~~well ~~The~~as ~~substantial increase to our current year loss is~~ a ~~direct~~gain ~~result~~on offoreign ancurrency ~~increase in operational expenses~~ of $~~8,148,522,~~358 ~~consisting of increases to general~~ and ~~administrative~~other ~~expenses~~income of $63,~~944~~240,~~637,~~ ~~including~~with ~~$5,328,228~~no incomparative ~~stock~~gain ~~based~~or ~~compensation~~income ~~expenses~~during ~~related to~~ the ~~issuance~~fiscal ofyear ~~certain~~ended ~~stock~~June ~~awards and stock options~~30, ~~increases~~2022. toInterest ~~professional~~incurred ~~and~~relates ~~consulting~~predominantly ~~fees of $480,725, as well as, $138,366 related~~ to ~~the~~a ~~impairment~~credit offacility ~~certain~~we ~~intangible~~obtained ~~assets acquired during the current year and $584,794~~ in ~~management~~August ~~fees~~2022. ~~These~~Other ~~increased~~income ~~costs~~includes ~~were~~ a ~~result~~gain of ~~the~~$1,318 ~~Company’s~~from ~~decision~~the tosettlement ~~change~~of ~~its~~certain ~~business~~outstanding ~~direction~~debts ~~and~~acquired ~~move~~with tothe ~~retain~~operating ~~additional~~assets ~~management~~from ~~and~~Your ~~operational~~Super ~~staff~~for asless ~~well~~than asface ~~legal and accounting staff to support its planned growth in the health and wellness sector~~value.

~~The~~Net Company also reported interest expenses of $2,331 in the current fiscal year ended June 30, 2022, with no comparative expense in the prior year, for total net losses of $8,264,200 and $113,347 in the years ended June 30, 2022 and 2021 respectively. Loss

41We ~~Table~~recorded a net loss of ~~Contents~~$21,309 at June 30, 2023 as compared to a net loss of $8,264 at June 30, 2022.

Statements of Cash Flows

The following table summarizes our cash flows for the years ended June 30, ~~2022~~2023 and ~~2021~~2022:

	June 30, 2022			June 30, 2021
	June 30,2023			June 30,2022
Net cash used in operating activities	$	(27,~~624,257~~944	)	$	(472,~~557~~624	)
Net cash used in investing activities		(304,~~514~~275	)		-(31	)
Net cash provided by financing activities		97,~~148,410~~222			469,~~210~~148
Foreign Exchange Rate effect on cash		(1,702	)		-
Foreign exchange rate effect on cash		8			(2	)
Increase (decrease) in cash		6(4,~~491,937~~989	)		(16,~~347~~492	)
Cash end of period	$	6,491,937		$	-
Cash beginning of period		6,492			-
Cash end of period	$	1,503		$	6,492

Cash Used in Operating Activities

~~Net~~Reported ~~Cash used~~ in ~~operating activities for the fiscal year ended June 30, 2022 was $2,624,257 as compared to $47,557 of cash used by operating activities in the fiscal year ended June 30, 2021.~~Thousands

Net Cash used in operating activities offor ~~$2,624,257 in~~ the fiscal year ended June 30, ~~2022,~~2023 ~~include~~was ~~non cash adjustments of~~ $~~138~~7,~~366~~944 inas ~~respect~~compared to ~~impairment of certain intangible assets,~~ $72,~~938~~624 ~~in respect to the write down~~ of ~~certain~~cash ~~inventory~~used ~~and~~by ~~$5,328,228~~operating ~~for~~activities ~~stock~~in ~~based~~the ~~compensation.~~fiscal ~~Current~~ year ~~results~~ended ~~also~~June ~~include an increase in accounts payable and accrued expenses of $205~~30,~~364,~~ a decrease in related party payables of $29,075, an increase to prepaid expenses of $18,951, an increase to prepaid expenses of $139,229, and a decrease to VAT tax receivable of $8,073, offset by our net loss of $8,264,2002022.

Changes in operating activities in the fiscal year ended June 30, ~~2021~~2023, ~~included~~include ~~increases~~various adjustments to ~~accounts~~reconcile ~~payable~~the net loss to net cash used in the current fiscal year including $342 in depreciation and ~~accrued~~amortization, ~~expenses~~$6,930 as stock based compensation, $821 in forfeited stock awards, $4,181 in respect to warrants issued, including those issued as a financing cost relative to a line of credit we obtained in August 2022, $53,~~790~~869 ~~and~~of impairment charges to ~~related~~goodwill, ~~party~~a ~~payables~~gain from non-operating expenses of $601,~~000~~060, ~~combined~~predominantly related to the gain from settlement of certain debts acquired with the assets of Your Super for less than face value, a ~~net~~gain ~~loss~~from foreign currency translation of $~~113,347~~42 ~~for~~and ~~total~~a ~~cash~~change in deferred income taxes of $79. Cash used in operating activities of $472,~~557~~624 in the fiscal year ended June 30, 2022, included non-cash adjustments of $138 in respect to impairment of certain intangible assets, $8 in respect to the write down of certain inventory and $5,328 for stock based compensation.

~~Cash~~Changes ~~provided~~in operating assets and liabilities in the fiscal year ended June 30, 2023 include a decrease in advances to vendors of $12, an increase to accounts receivable of $812 and an increase to inventories of $2,063, a decrease to contract liabilities of $987, all relating to the acquisition of certain operating assets from Your Super, Inc. and Chopra Global, LLC. Accounts payable increased by ~~Investing~~$3,742 ~~Activities~~in the current year period as compared to an increase of $205 in the prior comparative year, prepaid expenses increased by $11 in the current year as compared to an increase of $19 in the prior comparative year, and sales tax payable increased by $178 compared to zero in the year ended June 30, 2022. In the year ended June 30, 2023, we recorded a decrease to accounts payable, related party of $205, compared to an increase of $29 in the year ended June 30, 2022.

~~During~~54 ~~the~~Table ~~fiscal year ended June 30, 2022, investing activities used net cash~~ of $30,514 including cash paid to acquire our wholly owned subsidiary, NOEO of $19,800 and for certain intangible assets including trademark applications of $10,714. There were no investing activities in the comparative fiscal year ended June 30, 2021.Contents

Cash Provided by Investing Activities

During the fiscal year ended June 30, 2023, investing activities as a result of the acquisition of the assets of Your Super, Inc. and Chopra Global, LLC used net cash of $4,275 which was comprised of cash acquired on acquisition of $595, a cash payment in respect of the acquisition of $4,500, purchases of property and equipment of $368, and security deposits of $2.

During the fiscal year ended June 30, 2022, investing activities used net cash of $31 including cash paid to acquire our wholly owned subsidiary, NOEO of $20 and for certain intangible assets including trademark applications of $11.

Cash Provided by Financing Activities

During the fiscal year ended June 30, ~~2022~~2023, financing activities provided net cash of $97,~~148~~222,~~410,~~ which was comprised of proceeds from ~~private~~the ~~placement~~sale ~~share subscriptions~~ of ~~$9,329,840,~~common ~~proceeds~~stock ~~from~~and ~~related~~seed ~~party~~preferred ~~loans~~stock of $192,~~613~~200, proceeds from ~~related~~a ~~party~~financing ~~advances~~facility line of ~~$2,572~~credit ~~offset by repayments to related party advances~~ of $~~203~~5,~~615. During the fiscal year ended June 30~~014, ~~2021,~~and ~~financing~~proceeds ~~activities~~from ~~provided~~related ~~cash~~party advance of $~~46,210 from advances by related parties~~8.

During the fiscal year ended June 30, 2022, financing activities provided net cash of $9,148, which was comprised of proceeds from private placement share subscriptions of $9,330, proceeds from related party loans of $20, proceeds from related party advances of $3 offset by repayments to related party advances of $204.

Liquidity and Capital Resources

~~Our~~Reported balance sheet as of June 30, 2022, reflects current assets of $6,577,475, consisting of $6,491,937 cash on hand and prepaid expenses of $85,538. We have working capital of $6,107,031 (June 30, 2021 – working capital deficit of $282,725) and have reported accumulated losses to date of $8,590,925. During the year ended June 30, 2022, we completed private placement subscription agreements to raise a total of $10 million by sale of seed preferred stock at $2 per share, from which the Company has collected $9,320,000, with the remaining $680,000 expected to be collected by December 31, 2022. The Company has commenced limited revenue generating operations and is conducting due diligence procedures on various potential acquisition targets, with the first transaction expected to close in the second quarter of fiscal 2023. Subsequent to the year ended June 30, 2022, the Company has entered into a credit agreement with certain lenders who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments, the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria. Management believes the Company will have sufficient funds to continue operations through commencement of profitable operations. Thousands

42The ~~Table~~Company’s balance sheet as of ~~Contents~~June 30, 2023, reflects current assets of $7,617 consisting of $1,503 cash on hand, accounts receivable, net of $161, prepaid expenses of $1,309, inventory, net of $2,681, advances to vendors and other current assets of cumulative $1,963. We had a working capital deficit of $7,116 as of June 30, 2023 compared to $6,107 as of June 30, 2022, and have reported accumulated losses to date of $29,900. We have commenced revenue generating operations in the wellness sector; however, revenues are not yet sufficient to meet ongoing operational expenditures. During the fiscal year ended June 30, 2023, we entered into a credit agreement with certain lenders who agreed to extend us a credit facility 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. During the year ended June 30, 2023, we drew down $4,873 under the credit facility to assist in financing the acquisition of additional operating assets.

The Company had been a “shell” company with no operations until the quarter ended September 30, 2021, when management determined to pursue business opportunities in the health and wellness sector and commenced operations by retaining qualified additional management to assist in identifying potential acquisitions. The Company exited shell status with the acquisition of NOEO on March 10, 2022. The Company is currently in the start-up phase and has generated minimal revenues from operations to date. There can be no assurance that the Company will be able to identify and acquire revenue generating operations to fulfil the planned business objectives. In January 2021, the Company underwent a change in control with the sale of the majority shareholdings by our then current CEO and the resignation and appointment of the then sole officer and director. With the change in control, management and the Company’s majority shareholder determined to enter into the health and wellness sector and commenced the search for qualified officers, directors and management to guide the proposed growth of the Company. Operating capital was advanced by related party and third-party stockholders for operations which allowed the Company to effect certain changes to its authorized capital effecting a forward split of the then issued and outstanding shares of the Company and designating a series of Seed Preferred Stock. Thereafter the Company has raised proceeds through the sale of common stock and seed preferred stock. As of June 30 2022, the Company was fully subscribed under the Seed Preferred offering and had received subscription funds totaling $9,320,000.

During the period covered by this report the Company entered into various consulting and employment agreements with management, consultants, advisory board members and members of our Board. In January 2022 our then CEO, President and Director, Lee Larson Elmore resigned those positions and continued to serve as Secretary and Treasurer of the Company through June 6, 2022, Mr. Simon Belsham was appointed as CEO, President and Director in January 2022. Further the Company appointed three new members to the Board in January 2022, and in March 2022 appointed a further director and Chairman of the Board. We also added Mr. Amit Kapur to the executive team as Chief Financial Officer in June 2022. All of the new appointees have experience that will assist the Company in achieving its proposed business objectives. The issuance of additional securities may result in significant dilution in the equity interests of our current stockholders. During March 2022, the Company completed the acquisition of its first operating entity, NOEO, for cash consideration of EUR25,000. The Company is currently reviewing a number of additional business acquisitions and expects to enter into further acquisition agreements prior to the fiscal year ending June 30, 2023. There can be no assurance that the Company will be successful in concluding any proposed acquisitions.

COVID-19 Pandemic

While it appears the COVID-19 pandemic is subsiding, the impact of COVID-19 could continue to have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain acquisitions. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and is highly uncertain and subject to change. The Company is not able to estimate the potential effects of the COVID-19 outbreak on its operations or financial condition for the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or conclude the acquisition of identified businesses.

Going Concern

~~The~~We ~~Company~~had ~~has~~a working capital deficit of ~~approximately~~ $67.1 million as atof June 30, ~~2022~~2023. During the year ended June 30, 2022, ~~the~~we ~~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~~we ~~Company has~~have collected $9.66 million. During the fiscal year ended June 30,~~320~~ 2023,~~000~~ we sold an additional 50,000 shares ~~with~~of ~~the~~seed ~~remaining~~preferred stock at $~~680~~2 per share for proceeds of $0.1 million and 875,000 ~~expected~~shares toof becommon ~~collected~~stock inat ~~the~~$2 ~~second~~per ~~quarter~~share offor ~~fiscal~~proceeds ~~2023~~of $1.75 ~~The~~million, ~~Company~~all of which has ~~commenced~~been ~~limited~~collected to date. We have commenced operations ~~and~~in isthe ~~conducting~~wellness ~~due~~sector ~~diligence~~initially ~~procedures~~through onthe ~~various~~acquisition ~~potential~~of NOEO and more recently with the acquisition ~~targets~~of the Your Super and Chopra Business assets. ~~Subsequent~~ toDuring the fiscal year ended June 30, ~~2022~~2023, ~~the~~we ~~Company has~~ entered into a credit agreement with certain lenders who agreed to extend a credit facility to ~~the~~us ~~Company~~ consisting of up to $75~~,000,000~~ million (which amount may be increased up to $150~~,000,000~~ million in accordance with the terms of the ~~Agreement~~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. ~~The~~As ~~continuation~~of June 30, 2023, we have been funded $4.87 million under the terms of this agreement in order to facilitate the ~~Company~~purchase of operating assets. Our continuation as a going concern is dependent upon the ability to attain profitable operations from ~~the~~our ~~Company's~~ future planned business operations and sufficient financing to carry out those plans. If ~~the~~we ~~Company~~are is unable to obtain adequate capital as needed, or conduct revenue generating operations, ~~the~~we ~~Company~~ may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about ~~the~~our ~~Company's~~ ability to continue as a going concern.

43Credit ~~Table of Contents~~Facility

~~The~~As of September 20, 2023, we were out of compliance for the month ended August 31, 2023 with a financial ~~statements~~covenant doin ~~not~~our ~~include~~credit ~~any~~agreement ~~adjustments~~requiring ~~relating~~us to ~~the~~maintain ~~recoverability~~at least $2,000,000 in unrestricted and ~~classification~~unencumbered cash. Additionally, as of ~~recorded~~September ~~assets~~30, or2023, our monthly EBITDA for Your Super was less than $75,000 which, under our credit agreement, resulted in a borrowing base deficiency with respect to the ~~amounts~~Your ofSuper ~~and~~acquisition. These ~~classification~~two defaults entitled our lenders, upon notice to us, to take action to enforce their rights against us including, but not limited to, demanding immediate payment of ~~liabilities~~their ~~that~~outstanding ~~might~~loans beto ~~necessary~~us in the ~~event~~principal ~~the~~amount ~~Company~~of ~~cannot~~$4,873,163, ~~continue~~as inof ~~existence~~September 30, 2023, and enforcing their liens on our Your Super and Chopra operating assets.

~~Plan~~On October 12, 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 $150,000 into a special reserve collection account on behalf of ~~Operation~~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 $2,000,000. 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.

The Company changed the focus of its business during fiscal 2021 and the Company intends to build a community of integrated healing brands by identifying and acquiring early stage, high potential brands within selected wellness categories. Our plan is to build individual market impact through enhanced branding, a credible narrative, social conversation and improved accessibility by positioning. Our first acquisition was of NOEO, a company involved in directCOVID-~~to-consumer~~19 ~~brand~~Pandemic ~~focusing on adaptogenic herbs~~ and weOther are currently negotiating on a number of further acquisitions. The Company funded operations by the sale of equity and has arranged a $75,000,000 credit facility to enable it to fund potential acquisitions as they are identified.factors

ToWhile ~~date~~the weWorld ~~have~~Health ~~identified~~Organization ~~two~~has ~~key~~recently ~~acquisition~~declared ~~targets~~that the COVID-19 pandemic is no longer a public health emergency of international concern and the global economy is focused on recovery, ~~both~~the impact of COVID-19 could continue to have an adverse impact on us going forward. COVID-19 caused significant disruptions to the global financial markets, which may continue to impact our ability to raise additional capital and to pursue certain acquisitions. Additional factors which may impact our ongoing operations include, but are ~~expected~~not limited to, ~~close~~inflation, potential supply chain issues as a result of the aforementioned recovery from the COVID-19 pandemic, the recent war in the ~~second~~Ukraine ~~quarter~~and climate change. These events may have serious adverse impact on domestic and foreign economies which may impact our operations as a result of ~~fiscal~~a ~~2023,~~variety ~~although~~of ~~there~~factors ~~can~~including bethe nopotential ~~assurances~~for ~~that~~reduced consumer spending. We are unable to predict the ongoing impact of these ~~planned~~factors ~~acquisitions~~on our consolidated financial operations. There are no assurances that we will ~~close~~be ~~within~~able ~~this~~to ~~time~~meet ~~frame~~its obligations, ifraise atfunds ~~all~~or conclude the acquisition of identified businesses.

We55 ~~are~~Table ~~in the final stage~~ of concluding the acquisition of Los Angeles based Your Super, Inc. in order to capitalize on two high-growth wellness sectors: superfoods and plant-based nutrition. Your Super 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 revenue growth of 11,477 percent and $180 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 5-6 naturally dried superfoods. Superfoods are nutrient-rich foods considered to be high in micronutrients like vitamins, minerals, antioxidants, phytonutrients and enzymes, beneficial for health and well-being. Every ingredient is grown, harvested, 3rd party tested, and packaged 100% sustainably. 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. Contents

The Company has entered into negotiations to acquire a health supplements company that is on a mission to significantly improve the lives of everyone it reaches. With focus on nutritional balance, transparency of ingredients, and optimizing of quality and efficacy, this strategic purchase, upon completion, will allow the Company to expand its capabilities across both current and future brands. This target acquisition reported approximately $10 million in gross revenue last year, with strong profitability. The Company also expects, although it cannot guarantee, to conclude this transaction during the second quarter of fiscal 2023.

While the Company has to date been successful in raising funds by way of the sale of equity and establishing a credit facility, the Company's need for ongoing capital by way of loans, sale of equity and/or convertible notes may continue until we can establish substantive revenues from operations to cover all operational overhead. There are no assurances additional capital will be available to the Company on acceptable terms or that this equity line will be available to us when needed.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

Contractual Obligations

As a "smaller reporting company", the Company is not required to provide tabular disclosure obligations.

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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 in travel industry and continually maintain effective cost control in operations.

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 preparation of our financial statements requires management to make estimates and assumptions 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 period. On an on-going basis, 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. 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.

~~REVENUE~~Use ~~RECOGNITION - The Company follows ASC 606, Revenue from Contracts with Customers, the core principle~~ of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer. The Company evaluates returns from customers purchasing product using its eCommerce site on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds. The Company did not record any revenue during the fiscal years ended June 30, 2022 and 2021. 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. 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 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.

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Inventories

Inventories consist primarily of raw materials, work-in-process (blended superfood powder) and finished goods. Finished goods and work-in-process include direct materials, finished product kits, finished products, third-party blender and other overhead costs involved in manufacturing for e-commerce sales. We value inventory using the standard costing method whereunder product costs are allocated based on standard rates for materials, labor, and overhead. We analyze 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.

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.

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. Amortization of customer relationships and non-compete agreements on a straight-line basis totaled $190 during the fiscal year ended June 30, 2023. During the year ended June 30, 2023, management evaluated goodwill and recorded an impairment charge of $3,869.

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.

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Revenue Recognition

The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the fiscal year ended June 30, 2023, the Company generated revenues from selling its wellness products direct to customers using its owned and operated eCommerce website. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer. The Company evaluates returns from customers purchasing product using its eCommerce site on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds.

Recent Accounting Pronouncements

InWe ~~August~~have ~~2020,~~implemented ~~the~~all ~~FASB~~new ~~issued~~accounting ~~ASU~~pronouncements ~~2020-06~~that toare ~~simplify~~in ~~the~~effect ~~current guidance for convertible instruments~~ and ~~the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments~~ that may beimpact ~~settled~~its infinancial ~~cash~~statements ~~or shares~~ and ~~for~~does ~~convertible~~not ~~instruments.~~believe ~~The~~that ~~update~~there ~~also~~are ~~provides~~any ~~for~~other ~~expanded~~new ~~disclosure~~accounting ~~requirements~~pronouncements tothat ~~increase~~have ~~transparency.~~been ~~For~~issued ~~SEC~~that ~~filers,~~might ~~excluding~~have ~~smaller~~a ~~reporting~~material ~~companies,~~impact ~~this~~on ~~update~~its isfinancial ~~effective~~position ~~for~~or ~~fiscal~~results ~~years~~of ~~beginning after December 15, 2021, including interim periods within those fiscal years~~operations. ~~For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein.~~

Subsequent Events

On August 24, 2023, we announced a restructuring plan to reduce overhead costs by approximately 30% and eliminate workforce redundancies that resulted from the acquisitions of Your Super and Chopra earlier in the year. This plan, which resulted in the elimination of eleven full time and four part time redundant positions, took effect on August 25, 2023.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

AsNot ~~a "smaller reporting company", the Company is not required to provide the information required by this Item~~applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The consolidated audited financial statements are filed as part of this annual report starting on page F-1.

4558 Table of Contents

The Healing Company, Inc.

Consolidated Financial Statements

For the Fiscal Years ended June 30, ~~2022~~2023 and ~~2021~~2022

Index to Financial Statements

		Page
Report of Independent Public Accounting Firm		F-2
Report of Independent Public Accounting Firm		F-3
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations and Comprehensive Loss		F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8 to F- 2233

F-1

Table of Contents

New York Office: 805 Third AvenueNew York, NY 10022212.838-~~5100212.838.2676/~~5100 ~~Faxwww~~www.rbsmllp.com

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

~~The~~To the Stockholders and the Board of Directors of

The Healing Company, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of The Healing Company, Inc. and ~~Subsidiaries~~its ~~(collectively,~~subsidiaries (the “Company”) as of June 30, ~~2022,~~2023 and 2022, the related consolidated ~~statement~~statements of operations ~~and comprehensive loss~~, ~~changes in~~ stockholders’ equity and cash flows for each of the ~~year~~years in the two year period ended June 30, ~~2022~~2023, and the related notes (collectively referred to as the ~~“consolidated~~ financial statements”). In our opinion, the ~~consolidated~~ financial ~~statement~~statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company atas of June 30, 2023 and 2022, and the results of its operations and its cash ~~flows~~flow for each of the ~~year~~years in the two year period ended June 30, ~~2022~~2023, in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States of America.

The Company's Ability to Continue as a Going Concern

The accompanying ~~consolidated~~ financial ~~statement~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 31 to the financial ~~statement~~statements, the ~~continuation of the~~ Company ashas aincurred ~~going~~substantial ~~concern~~operating islosses ~~dependent~~and ~~upon~~will ~~the~~require ~~ability~~additional capital to ~~attain~~continue ~~profitable~~as ~~operations~~a ~~from~~going ~~the Company's future planned business operations and sufficient financing~~concern. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 31. The ~~consolidated~~ financial ~~statement~~statements ~~does~~do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statement isare the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company’s financial ~~statement~~statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with ~~the~~ U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial ~~statement~~statements isare free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statement and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

/s/ RBSM LLP

We have served as the Company’s auditor since 2022.

New York, NY

October 12, 2022

PCAOB ID: 587

F-2 Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of The Healing Company Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of The Healing Company Inc. (f.k.a Lake Forest Minerals, Inc.) (the Company) as of June 30, 2021, and the related statements of income, stockholders’ deficit, and cash flows for the year ended June 30, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021, and the results of its operations and its cash flows for the year ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, as previously reported to the financial statements, The Company has incurred net losses and has commenced limited operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2, as previously reported. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

New York, NY Washington DC Mumbai & Pune, India Boca Raton, FL

San Francisco, CA Las Vegas, NV Beijing, China Athens, Greece

Member: ANTEA International with affiliated offices worldwide

F-2

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1i) relate to accounts or disclosures that are material to the consolidated financial statements and (2ii) involved our especially challenging, subjective, or complex judgments. WeThe ~~determined~~communication ~~that~~of ~~there~~critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are nonot, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~/s/~~Goodwill ~~Prager~~and ~~Metis~~Other ~~CPAs,~~Intangibles ~~LLP~~arising Wefrom ~~have~~the ~~served~~acquisitions asof ~~the~~Your ~~Company’s~~Super, ~~auditor~~Inc. ~~since~~– ~~2019.~~Refer Elto ~~Segundo,~~Note CA3 ~~October~~of ~~13,~~consolidated ~~2021~~financial statements

Critical Audit Matter Description

As disclosed in Note 3, on October 13, 2022, the Company completed the acquisition to acquire all the rights, title and interests in and substantially all of the assets owned by Your Super, Inc. (“YS”). The consideration included cash, warrants, stock and assumption of liabilities, net of assets purchased. Given the significant judgments made by management to estimate the intangible assets acquired, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased effort, including the need to involve fair value experts.

How the Critical Audit Matter Was Addressed in the Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others:

	·	Utilization of personnel with specialized knowledge and skill in valuation to assist in; a) performing auditing procedures in under applicable standards (AS 2501), b) evaluating the reasonableness of the methodologies deployed by the valuation specialist retained by the issuer, c) evaluating the reasonableness of the assumptions and estimates used in the valuation methodologies and testing the mathematical accuracy of such models, and d) conclude on the overall reasonableness of the valuation as a fair value measurement
	·	Evaluate the reasonableness of management’s significant estimates
	·	Evaluate the events and circumstances that lead to the Goodwill impairment as of June 30, 2023.

/s/ RBSM LLP

We have served as the Company’s auditor since 2022.

New York, NY

October 23, 2023

PCAOB ID Number 587

New York, NY Washington DC Mumbai & Pune, India Boca Raton, FL

San Francisco, CA Las Vegas, NV Beijing, China Athens, Greece

Member: ANTEA International with affiliated offices worldwide

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Table of Contents

The Healing Company Inc.

Consolidated Balance Sheets

(Stated in U.S. Dollars)

	June 30,2022			June 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	6,491,937		$	-
Prepaid expenses		85,538			-
Total Current Assets		6,577,475			-
Intangible assets		10,714			-
Total Assets	$	6,588,189		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses		256,534			19,110
Accounts payable – related party		37,723			60,000
Loan payable – related party		165,304			-
Advances payable – related parties		3,143			203,615
Other current liability		7,740			-
Total Current Liabilities		470,444			282,725
Total Liabilities	$	470,444		$	282,725
Stockholders’ Equity (Deficit)
Preferred Shares – 10,000,000 authorized, $0.001 par value
Seed Preferred Shares, 7,800,000 designated, $0.001 par value, of which 4,660,000 and 0 are issued and outstanding as of June 30, 2022, and June 30, 2021 respectively	$	4,660		$	-
Common Shares – 290,000,000 authorized, $0.001 par value, 44,004,920 and 44,000,000 shares issued and outstanding as at June 30, 2022 and June 30, 2021, respectively		44,005			44,000
Additional Paid in Capital		14,653,403			-
Accumulated Deficit		(8,590,925	)		(326,725	)
Other Comprehensive Income		6,602			-
Total Stockholders’ Equity (Deficit)		6,117,745			(282,725	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	6,588,189		$	-

(in thousands, except share and per share amounts)

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

	June 30,			June 30,
	2023			2022
ASSETS
Current Assets
Cash and cash equivalents	$	1,503		$	6,492
Accounts receivable, net		161			-
Prepaid expenses		1,309			85
Inventory, net		2,681			-
Advances to vendors		12			-
Other current assets		1,951			-
Total Current Assets		7,617			6,577

Property and equipment		37			-
Intangible assets, net		-			11
Goodwill		5,036			-
Security deposits		2			-
Deferred income tax		79			-
Total Assets	$	12,771		$	6,588

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses		5,845			256
Accounts payable - related party		243			38
Contract liabilities		2,343			-
Loan		5,014			-
Loan payable - related party		172			165
Advances payable - related party		3			3
Other current liability		893			8
Sales tax payable		178			-
Income tax payable		42			-
Total Current Liabilities		14,733			470

Total Liabilities	$	14,733		$	470

Stockholders' Equity (Deficit)
Preferred Shares - 10,000,000 authorized, $0.001 par value Seed Preferred Shares, 7,800,000 designated, $0.001 par value, of which 2,620,000 and 4,660,000 are issued and outstanding as of June 30, 2023 and 2022, respectively		3		$	5
Common Shares - 290,000,000 authorized, $0.001 par value, 55,199,920 and 44,004,920 shares issued and outstanding as of June 30, 2023 and 2022, respectively		55			44
Additional Paid-in Capital		27,823			14,653
Accumulated Deficit		(29,900	)		(8,591	)
Other Comprehensive Income		57			7
Total Stockholders' Equity (Deficit)		(1,962	)		6,118
Total Liabilities and Stockholders' Equity	$	12,771		$	6,588

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

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Table of Contents

The Healing Company Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Stated in U.S. Dollars)

	For the year endedJune 30
	2022			2021
Revenues	$	-		$	-
Operating expenses
General and Administrative (includes stock-based compensation of $5,328,228 for the year ended June 30, 2022)		7,013,890			69,253
Professional and Consulting fees		524,819			44,094
Impairment of intangible assets and inventory		138,366			-
Management fees		584,794			-
Total operating expenses		8,261,868			113,347
Loss from Operations		(8,261,868	)		(113,347	)
Other Expense
Interest expenses		(2,331	)		-
Total Other Expense		(2,331	)		-
Provisions for income taxes		-			-
Net loss	$	(8,264,200	)	$	(113,347	)
Other comprehensive loss
Foreign currency translation adjustment		6,602			-
Comprehensive loss	$	(8,257,598	)	$	(113,347	)
Basic and Diluted Loss Per Common Share	$	(0.19	)	$	(0.00	)
Weighted average number of common shares used in per share calculations		44,001,550			44,000,000

(in thousands, except share and per share amounts)

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

	For the Year Ended
	June 30,
	2023			2022
Revenue	$	8,895		$	-
Cost of revenue		6,905			-
Gross profit		1,990			-

Operating expenses
Advertising and marketing		2,021			-
General and administrative		10,568			7,014
Professional and consulting fees		8,204			525
Impairment of intangible assets		-			138
Impairment of goodwill		3,869			-
Management fees		1,567			585
Total operating expenses		26,228			8,262

Loss from operations		(24,238	)		(8,262	)

Other income		3,240			-
Interest expense		(669	)		(2	)
Foreign currency gain		358			-
Total Other expense		2,930			(2	)

Provisions for income taxes		-			-

Net loss	$	(21,309	)	$	(8,264	)

Other comprehensive income		30			7
Foreign currency translation adjustment		27			-
Comprehensive loss	$	(21,252	)	$	(8,258	)

Basic and Diluted Loss per Common Share	$	(0.42	)	$	(0.19	)

Weighted average number of common shares used in per share calculations		50,768,533			44,001,550

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

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Table of Contents

The Healing Company Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Stated in U.S. Dollars)

	Seed Preferred Stock				Common Stock				AdditionalPaid-in		Other Comprehensive		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Income		Deficit			(Deficit)
Balance June 30, 2020		-	$	-		44,000,000	$	44,000	$	-		-	$	(213,378	)	$	(169,378	)
Loss for the period		-		-		-		-		-		-		(113,347	)		(113,347	)
Balance June 30, 2021		-	$	-		44,000,000	$	44,000	$	-		-		(326,725	)	$	(282,725	)
Issuance of Seed Preferred Stock for cash		4,660,000		4,660		-		-		9,315,340		-		-			9,320,000
Issuance of common stock for cash						4,920		5		9,835		-		-			9,840
Stock based compensation – stock award										1,885,381							1,885,381
Stock based compensation – stock option										3,442,847							3,442,847
Loss for the period		-		-		-		-		-				(8,264,200	)		(8,264,200	)
Other comprehensive income		-		-		-		-		-		6,602		-			6,602
Balance June 30, 2022		4,660,000	$	4,660		44,004,920	$	44,005	$	14,653,403	$	6,602	$	(8,590,925	)	$	6,117,745

(in thousands, except share and per share amounts)

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


													Additional						Other					Total
	Seed Preferred Stock						Common Stock						Paid-in			Deferred			Comprehensive		Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Capital			Compensation			Income		Deficit			(Deficit)
Balance June 30, 2021		-		$	-			44,000,000		$	44		$	-		$	-		$	-	$	(327	)	$	(283	)
Issuance of Seed Preferred Stock for cash		4,660,000			5			-			-			9,315			-			-		-			9,320
Issuance of common stock for cash		-			-			4,920			0			10			-			-		-			10
Stock based compensation - stock award		-			-			-			-			1,885			-			-		-			1,885
Stock based compensation - stock option		-			-			-			-			3,443			-			-		-			3,443
Loss for the period		-			-			-			-			-			-			-		(8,264	)		(8,264	)
Other comprehensive income		-			-			-			-			-			-			7		-			7
Balance June 30, 2022		4,660,000		$	5			44,004,920		$	44		$	14,653		$	-		$	7	$	(8,591	)	$	6,118
Shares issued under stock awards		-		$	-			4,900,000		$	5		$	16,485		$	(16,490	)	$	-	$	-		$	-
Shares issued under acquisition		-			-			4,600,000			5			684			-			-		-			689
Shares issued under private placement		-			-			875,000			1			1,749			-			-		-			1,750
Shares issued under exercise options		-			-			300,000			-			-			-			-		-			-
Cancelations		-			-			(1,745,000	)		(2	)		(6,541	)		5,722			-		-			(821	)
Issuance of Seed Preferred Stock for cash		225,000			-			-			-			450			-			-		-			450
Conversion of Seed Preferred to Common stock		(2,265,000	)		(2	)		2,265,000			2						-								-
Warrants issued as financing cost		-			-			-			-			4,052			-			-		-			4,052
Warrants issued under acquisition		-			-			-			-			34			-			-		-			34
Vesting warrant under debt settlement		-			-			-			-			95			-			-		-			95
Stock based compensation on stock award		-			-			-			-			-			3,803			-		-			3,803
Stock based compensation on stock option		-			-			-			-			3,127			-			-		-			3,127
Loss for the periods		-			-			-			-			-			-			-		(21,309	)		(21,309	)
Foreign currency translation		-			-			-			-			-			-			50		-			50
Balance June 30, 2023		2,620,000			3			55,199,920			55			34,788			(6,965	)		57		(29,900	)		(1,962	)

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

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Table of Contents

The Healing Company Inc.

Consolidated Statements of Cash Flows

(Stated in U.S. Dollars)

	For the year endedJune 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,264,200	)	$	(113,347	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Impairment of intangible assets		138,366			-
Stock based compensation		5,328,228			-
Inventory write down		7,938			-
Changes in operating assets and liabilities:
Prepaid expenses		(18,951	)		-
Accounts payable related party		(29,075	)		60,000
Accounts payable and accrued expenses		205,364			5,790
VAT receivable		8,073			-
Net Cash used in operating activities		(2,624,257	)		(47,557	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid to purchase NOEO		(19,800	)		-
Intangible assets		(10,714	)		-
Net Cash used in financing activities		(30,514	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of shares		9,329,840			-
Proceeds from loan payable – related parties		19,613			-
Proceeds from advances payable – related parties		2,572			46,210
Payment to advances payable – related parties		(203,615	)		-
Net Cash provided by financing activities		9,148,410			46,210
Foreign Exchange Effect on Cash		(1,702	)		-
INCREASE (DECREASE) IN CASH		6,491,937			(1,347	)
CASH AT BEGINNING OF YEAR		-			1,347
CASH AT END OF YEAR	$	6,491,937		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-

(in thousands, except share and per share amounts)

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

	For the Year Ended June 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,309	)	$	(8,264	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization		342			-
Stock based compensation		6,930			5,328
Forfeited stock awards		(821	)		-
Warrants issued as financing cost and under acquisition		4,181			-
Impairment of goodwill		3,869			-
Gain on settlement of debt		(1,060	)		-
Foreign currency gain		42			-
Change in deferred income taxes		(79	)		-
Impairment of intangible assets		-			138
Inventory write down		-			8
Changes in operating assets and liabilities:
Vendor cash advances		(12	)		-
Prepaid expenses		(11	)		(19	)
Accounts receivable		812			-
Other current assets		(1,903	)		8
Sales tax payable		178			-
Inventories		(2,063	)		-
Accounts payable and accrued expenses		3,742			205
Accounts payable related party		205			(29	)
Contract liabilities		(987	)		-

Net Cash used in operating activities		(7,944	)		(2,624	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired under acquisition		595			-
Cash payment for acquisition		(4,500	)		(20	)
Intangible assets		-			(11	)
Refund on trademark registration		2			-
Purchases of property and equipment		(368	)		-
Net Cash used in financing activities		(4,275	)		(31	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Seed Preferred and Common stock		2,200			9,330
Proceeds from loan payable		5,014			-
Proceeds from loan payable - related parties		8			20
Proceeds from advances payable - related parties		-			3
Payment to advances payable - related parties		-			(204	)
Net Cash provided by financing activities		7,222			9,148

Foreign Exchange Effect on Cash		8			(2	)

INCREASE (DECREASE) IN CASH		(4,989	)		6,492
CASH AT BEGINNING OF YEAR		6,492			-
CASH AT END OF YEAR	$	1,503		$	6,492

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid	$	573		$	-
Taxes Paid		-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION
Net assets acquired from acquisition (excluding cash)	$	(4,441	)
Goodwill	$	5,036
Debt settled with common stock warrant	$	472

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

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Table of Contents

The Healing Company Inc.

Notes to the Consolidated Financial Statements

June 30, 2023 and 2022

NOTE 1. DESCRIPTION OF BUSINESS, GOING CONCERN AND HISTORY

DESCRIPTION OF BUSINESS AND HISTORY –

Historical Information

The Healing Company Inc. (formerly “Lake Forest Minerals) a Nevada corporation, (~~hereinafter referred to as~~ the “Company”) was incorporated in the State of Nevada on June 23, 2008. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties of merit.

~~Commencing~~Currently, inthe ~~February~~Company ~~22,~~is ~~2010,~~an ~~our~~emerging ~~purpose~~health and wellness company that has ~~been~~identified tothe ~~serve~~need asfor a ~~vehicle~~change to ~~acquire~~healthcare, anwhere ~~operating~~conventional ~~business.~~medicine and alternative healing can both be drawn on to provide a world of integrated healing encompassing conventional medicine and alternative medicine.

With the acquisition of NOEO GmbH (“NOEO”) on March 10, 2022, and the onboarding of a new management team, the Company commenced operations in the health and wellness sector.

Current Information

~~During~~On ~~January~~September ~~2021~~9, ~~our~~2022, ~~then~~the ~~sole~~Company ~~officer~~entered into a loan purchase and ~~director~~sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, MrInc. ~~Jeffrey~~and ~~Taylor~~Your ~~sold~~Super, ~~his~~Inc. 32(together, “Your Super Company”). Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the ~~Company,~~closing ~~representing~~of 73the purchase of the Loan with 12.5% of the ~~issued~~Warrant ~~and~~amount ~~outstanding~~(187,500 shares,) tovesting ~~certain~~on ~~third~~that ~~parties~~date inand athe ~~series~~remaining portion of ~~private~~the ~~transactions~~Warrant ~~for~~vesting ~~cash~~in ~~consideration~~seven quarterly installments of ~~$300~~187,~~000.~~500 ~~Concurrently~~shares Mreach over the next seven quarters. Vesting ~~Taylor~~of ~~resigned~~the ~~all~~Warrant ~~positions~~will ~~and~~be Mraccelerated upon the occurrence of a sale or merger of the Company. ~~Larson~~The ~~Elmore~~Warrant ~~was~~will ~~appointed~~terminate on the seventh anniversary of the closing date and will be subject to ~~fill~~customary ~~ensuing~~adjustments ~~vacancies~~of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like.

InOn ~~cooperation~~March ~~with~~3, 2023, the ~~new~~Company ~~majority~~and ~~shareholders~~Chopra HLCO LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company ~~determined~~(“Chopra toHLCO”) ~~redefine~~(collectively ~~its~~the ~~acquisition~~“Buyer”) ~~objectives~~simultaneously to(i) ~~establish~~entered ainto ~~platform~~an ofAsset ~~companies~~Purchase ~~that~~Agreement ~~source~~(the “Purchase Agreement”) with Chopra Global, ~~harvest~~LLC, ~~and~~a ~~utilize~~Delaware limited liability company (the ~~most~~“Seller”), ~~natural~~and ~~compounds~~solely ~~for~~with ~~holistic~~respect ~~nutrition~~to ~~from~~certain ~~around~~specified indemnification provisions of the ~~world.~~Purchase InAgreement, ~~doing~~Deepak soChopra, the ~~Company~~majority ~~intends~~member of the Seller, to ~~offer~~acquire (the ~~best~~“Acquisition”) ~~natural~~certain ~~remedies~~assets of the Seller (the “Purchased Assets”) and certain liabilities related to ~~connect~~the ~~humans~~Seller’s ~~with~~business ~~nature~~activities involving Chopra Global Digital, ~~and~~Chopra ~~prevent~~Global Licensing and ~~heal~~Chopra ~~lifestyle~~Global ~~diseases~~Products onassets a(these ~~broad~~business ~~scale~~activities are referred to herein as the “Chopra Business”) and (ii) closed the Acquisition (the “Closing”). Following the Closing, the Purchased Assets are being held by, and the Chopra Business is being operated through, Chopra HLCO.

OnThe ~~April~~consideration ~~29,~~paid ~~2021,~~and payable by the ~~sole~~Buyer ~~director~~for ~~and~~the ~~our~~Purchased ~~majority~~Assets ~~shareholder~~is ~~approved~~an aaggregate ~~name~~purchase ~~change~~price (the “Purchase Price”) of ~~our~~up to Five Million Dollars ($5,000,000) in cash plus newly issued shares of the Company’s ~~from~~common ~~Lake~~stock, ~~Forest~~par ~~Minerals~~value ~~Inc~~$0.001 per share (the “Common Stock”). One Million Dollars ($1,000,000) 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 ~~The~~(1,400,000) ~~Healing~~shares ~~Company~~of ~~Inc~~Common Stock (the “Closing Shares”). A deferred cash payment of Two Million Five Hundred Thousand Dollars ($2,500,000) was paid to the Seller prior to March 31, 2023. In addition, the Seller may receive certain Earnout payments of up to Three Million Dollars ($3,000,000) by way of cash and shares upon certain terms and conditions.

Concurrently the board and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Upon effectiveness of the forward split, our authorized capital became 300,000,000 shares of stock and our issued and outstanding shares of common stock increased from 11,000,000 to 44,000,000 shares of common stock, all with a par value of 0.001. The Certificate of Amendment to effect the forward split and the change of name was filed with the Nevada Secretary of State on April 29, 2021. The name change and forward stock split were subsequently reviewed and approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021. The impact of the forward split has been retroactively applied to all share and per share information contained herein.

On October 7, 2021, the sole director and majority shareholder approved the adoption of our Amended and Restated Articles of Incorporation, which replace our prior articles of incorporation in their entirety. Among other things, the Amended and Restated Articles of Incorporation authorized us to issue (a) 290,000,000 shares of common stock, $0.001 par value per share and (b) 10,000,000 shares of preferred stock, $0.001 par value per share, and establish 5,000,000 Seed Preferred Shares as a first series of such preferred stock.

A Certificate of Amendment was filed with the Nevada Secretary of State on October 7, 2021.

Effective January 10, 2022, Mr. Larson Elmore resigned as the President, Chief Executive Officer and director of the company. Mr. Elmore remained as the Company’s Chief Financial Officer, Treasurer and Secretary. Concurrently, Mr. Simon Belsham was appointed to fill the ensuing vacancies and each of Steven Bartlett, Poonacha Machaiah and Anabel Oelmann were appointed to the Company’s Board.

F-8

Table of Contents

~~The~~Basis ~~Healing~~of ~~Company~~Presentation ~~Inc.~~

~~Notes~~The accompanying consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the ~~Consolidated~~rules ~~Financial~~and ~~Statements~~regulations of the Securities and Exchange Commission (the “SEC”). The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading.

~~June~~Going ~~30, 2022~~Concern

~~NOTE~~The Company had a working capital deficit of $7.116 million on June 30, 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 $2.00 per share, of which the Company has collected $9.66 million, with $0.34 million remaining to be collected. During the year ended June 30, 2023, the Company sold an additional 50,000 shares of seed preferred stock at $2.00 per share for proceeds of $0.1 million and 875,000 shares of common stock at $2.00 per ~~DESCRIPTION~~share OFfor ~~BUSINESS~~proceeds ~~AND~~of ~~HISTORY~~ $1.75 million, all of which has been collected to date. The Company 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 year ended June 30, 2023, the Company entered into a credit agreement with certain lenders (~~continued~~the “Lenders”) who agreed to extend a credit facility to the Company consisting of 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 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.

On March 10, 2022, the Company entered into and closed a share purchase agreement with Anabel Oelmann pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NOEO GmbH, a German company (“NOEO”), involved in directCOVID-~~to-consumer~~19 ~~brand~~Pandemic ~~focusing on adaptogenic herbs~~ and ~~currently~~other focused on three key products which include joint, memory and digestive complexes derived from mushrooms, in exchange for cash consideration of EUR25,000 (USD$29,800). Ms. Oelmann is a director of the Company and the sole shareholder of NOEO. On closing, NOEO became a wholly owned subsidiary of the Company, and the Company exited from shell status.factors

OnWhile ~~March~~the ~~23,~~World ~~2022~~Health Organization has recently declared that the COVID-19 pandemic is no longer a public health emergency of international concern and the global economy is focused on recovery, the ~~Board~~impact of ~~Directors~~COVID-19 ~~appointed~~could ~~Kay~~continue ~~Koplovitz~~to have an adverse impact on the Company going forward. COVID-19 caused significant disruptions to the ~~Board~~global offinancial ~~Directors~~markets, which may continue to impact the Company’s ability to raise additional capital and to pursue certain acquisitions. Additional factors which may impact the Company’s ongoing operations include, but are not limited to, inflation, potential supply chain issues as ~~Chairman~~a result of the ~~Board~~aforementioned ~~effective~~recovery ~~April~~from 1the COVID-19 pandemic, ~~2022~~the recent war in the Ukraine and climate change. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s consolidated financial operations. There are no assurances that the Company will be able to meet its obligations, raise funds or conclude the acquisition of identified businesses.

On June 6, 2022, Mr. Elmore resigned his remaining officer positions and Mr. Amit Kapur was appointed CFO, Secretary and Treasurer.

On July 8, 2022, our board of directors and shareholders holding a majority of our common stock approved an amendment to our Amended and Restated Articles of Incorporation, as amended and restated on October 7, 2021, to increase the Preferred Shares designated as Seed Preferred Stock from 5,000,000 authorized shares of Seed Preferred Stock to 7,800,000 shares of Seed Preferred Stock. The increase to the authorized shares has been retroactively impacted.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~BASIS~~Principals OF PRESENTATION - The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of ~~the Securities and Exchange Commission (the “SEC”).~~Consolidation

~~USE~~The OFconsolidated ~~ESTIMATES~~financial -statements ~~The~~include ~~preparation~~the accounts of ~~the~~The ~~financial~~Healing ~~statements~~Company inand ~~conformity~~its ~~with~~100% ~~generally~~controlled ~~accepted~~subsidiaries, ~~accounting~~NOEO ~~principles~~GmbH, inNOEO, ~~the~~Inc., ~~United~~HLCO ~~States~~Borrower ofLLC, ~~America~~Your ~~requires~~Super ~~management~~HLCO, toLLC, ~~make~~Chopra ~~estimates~~HLCO LLC and ~~assumptions~~the ~~that~~Your ~~affect~~Super ~~the~~HLCO, ~~reported~~LLC ~~amounts~~subsidiaries. ofAll ~~assets~~significant ~~and~~intercompany ~~liabilities~~balances and ~~disclosure~~transactions ofhave ~~contingent~~been ~~assets~~eliminated. “The ~~and~~Healing ~~liabilities~~Company”, at the ~~date~~“Company”, of“we”, ~~the~~“our” ~~financial~~or ~~statements~~“us” ~~and~~is ~~the~~intended ~~reported~~to ~~amount~~mean ofThe ~~revenue~~Healing ~~and~~Company, ~~expenses~~including ~~during~~ the ~~reporting~~subsidiaries ~~period.~~indicated ~~Actual~~above, ~~results~~unless ~~could~~otherwise ~~differ from those estimates~~indicated.

INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2022, and 2021 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statement of operations.

PRINCIPALS OF CONSOLIDATION - The consolidated financial statements include the accounts of The Healing Company and its 100% controlled subsidiary, NOEO GmBH. All significant intercompany balances and transactions have been eliminated. ”The Healing Company”, the “Company”, “we”, “our” or “us” is intended to mean The Healing Company, including the subsidiaries indicated above, unless otherwise indicated.

NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, 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. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

F-9

Table of Contents

~~The~~Use ~~Healing~~of ~~Company Inc.~~Estimates

~~Notes~~The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~Consolidated~~reported ~~Financial~~amounts ~~Statements~~of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of its assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in its results for the period in which the actual amounts become known. Significant estimates in the period include the preliminary purchase price allocation with respect to the acquisition of the assets and liabilities of Your Super Inc. and Chopra HLCO, the allowance for doubtful accounts on accounts and other receivables, inventory allowance and impairment, valuation and useful lives of fixed assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on due to related parties, and deferred tax valuation allowance.

~~June~~Income ~~30,~~and ~~2022~~Other Taxes

~~NOTE~~Income 2.taxes ~~SUMMARY~~are OFaccounted ~~SIGNIFICANT~~for ~~ACCOUNTING~~using ~~POLICIES~~the asset and liability method in accordance with ASC 740, Income Taxes (~~continued~~“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 effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

~~STOCK-BASED~~The ~~COMPENSATION~~Company –records ~~The~~net ~~Company~~deferred ~~accounts~~tax ~~for~~assets ~~stock~~to ~~option~~the ~~awards~~extent ~~granted~~they tobelieve ~~employees,~~these ~~non~~assets will more-~~employees,~~likely-than-not ~~and~~be ~~directors~~realized. In ~~using~~making such determination, the ~~accounting~~Company ~~guidance~~considers inall ~~ASC~~available ~~718~~positive ~~“Stock~~and ~~Compensation”~~negative ~~(“ASC~~evidence, ~~718”).~~including Infuture ~~accordance~~reversals ~~with~~of ~~ASC~~existing ~~718,~~taxable wetemporary ~~estimate~~differences, ~~the~~projected ~~fair~~future ~~value~~taxable ofincome, ~~service-based~~tax ~~options~~planning strategies and ~~performance-based~~recent ~~options~~financial onoperations. In the ~~date~~event ofthe ~~grant,~~Company ~~using~~was ~~the~~to ~~Black-Scholes~~determine ~~pricing~~that ~~model.~~it Wewould ~~recognize~~be ~~compensation~~able ~~expense~~to ~~for~~realize ~~stock~~its ~~option~~deferred ~~awards~~income ~~over~~tax ~~the~~assets ~~requisite~~in orthe ~~implied~~future ~~service~~in ~~period~~excess of ~~the~~its ~~grant.~~net ~~Compensation~~recorded ~~expense~~amount, isthe ~~recognized~~Company onwould amake ~~straight-line~~an ~~method~~adjustment ~~over~~to the ~~requisite~~valuation ~~service~~allowance ~~period.~~which ~~Forfeitures~~would ~~are~~reduce ~~accounted~~the provision for asincome ~~they occur~~taxes.

~~FINANCIAL~~Net ~~INSTRUMENTS~~Loss ~~- The~~per ~~carrying~~Common ~~amounts of the Company’s financial instruments including accounts payable and due from related parties approximate fair value due to the relative short period for maturity these instruments.~~Share

~~Authoritative~~The ~~guidance~~Company ~~defines~~computes ~~fair~~net ~~value~~income as(loss) ~~the~~per ~~price~~share ~~that~~in ~~would~~accordance bewith ~~received~~ASC to260, Earnings ~~sell~~per anShare. ~~asset~~ASC or260 ~~paid~~requires topresentation ~~transfer~~of aboth ~~liability~~basic ~~(an~~and ~~exit~~diluted ~~price)~~earnings inper anshare ~~orderly~~(“EPS”) ~~transaction~~on ~~between~~the ~~market~~face ~~participants~~of at the ~~measurement~~income ~~date~~statement. ~~The~~Basic ~~guidance~~EPS ~~establishes~~is acomputed ~~hierarchy~~by ~~for~~dividing ~~inputs~~net ~~used~~income in(loss) ~~measuring~~available ~~fair~~to ~~value~~common ~~that~~shareholders ~~maximizes~~(numerator) by the ~~use~~weighted average number of ~~observable~~shares ~~inputs~~outstanding ~~and~~(denominator) ~~minimizes~~during the ~~use~~period. ofDiluted ~~unobservable~~EPS ~~inputs~~gives byeffect ~~requiring~~to ~~that~~all ~~the~~dilutive ~~most~~potential ~~observable~~common ~~inputs~~shares beoutstanding ~~used~~during ~~when~~the ~~available.~~period ~~Observable~~using ~~inputs~~the ~~are~~treasury ~~inputs~~stock ~~that~~method ~~market~~and ~~participants~~convertible ~~would~~preferred ~~use~~stock inusing ~~pricing~~ the ~~asset~~if-converted ormethod. ~~liability,~~In ~~developed~~computing ~~based~~diluted onEPS, ~~market~~the ~~data~~average ~~obtained~~stock ~~from~~price ~~sources~~for ~~independent of~~ the ~~company.~~period ~~Unobservable~~is ~~inputs~~used ~~are~~in ~~inputs~~determining ~~that reflect~~ the ~~company’s~~number ~~assumptions~~ of ~~what~~shares ~~market~~assumed ~~participants~~to ~~would~~be ~~use~~purchased infrom ~~pricing~~ the ~~asset~~exercise of stock options or ~~liability~~warrants. ~~developed~~Diluted ~~based~~EPS onexcludes ~~the~~all ~~best~~dilutive ~~information~~potential ~~available~~shares inif ~~the~~their ~~circumstances.~~effect is anti-dilutive.

The ~~Company’s~~table ~~financial~~below ~~instruments~~reflects ~~consist principally of Accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825,~~ the ~~fair~~potentially ~~value~~dilutive ofsecurities ~~our~~at ~~cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that~~ the ~~recorded~~end ~~values~~ of ~~all~~each ofreporting ~~our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations~~period.

REVENUE RECOGNITION - The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer. The Company evaluates returns from customers purchasing product using its eCommerce site on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds. The Company did not record any revenue during the fiscal years ended June 30, 2022 and 2021.

	June 30, 2023		June 30, 2022
Seed Preferred stock (Convertible to Common stock 1:1)		2,620,000		4,660,000
Seed Preferred warrants (Convertible to Common stock 1:1)		1,560,148		-
Common stock warrants		1,650,000		-
Stock options		3,091,250		3,166,250
Total		8,921,398		7,826,250

Stock-based compensation

The Company accounts for stock option awards granted to employees, non-employees, and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service-based options and performance-based options on the date of grant, using the Black-Scholes pricing model. We recognize compensation expense for stock option awards over the requisite or implied service period of the grant. Compensation expense is recognized on a straight-line method over the requisite service period. Forfeitures are accounted for as they occur.

F-10

Table of Contents

~~The~~Cash ~~Healing~~and ~~Company~~cash ~~Inc.~~equivalents

~~Notes~~The Company defines cash and cash equivalents as highly liquid investments with original maturities of 90 days or less at the time of purchase. The Company also considers amounts in transit from payment processors for customer credit card and debit card transactions to be cash and cash equivalents. At June 30, 2023 and June 30, 2022, the ~~Consolidated~~Company’s ~~Financial~~cash ~~Statements~~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 June 30, 2023 and June 30, 2022, cash and cash equivalents was $1.5 million and $6.5 million, respectively.

~~June 30,~~Concentration ~~2022~~of Risk

~~NOTE~~Financial 2instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents. ~~SUMMARY~~ The OFCompany ~~SIGNIFICANT~~maintains ~~ACCOUNTING~~substantially ~~POLICIES~~all ~~(continued)~~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.

~~FOREIGN~~The ~~CURRENCY~~Company ~~TRANSLATION~~currently -has ~~The~~bank ~~Company~~deposits ~~uses~~with financial institutions in the U.S. ~~Dollar~~which asexceed ~~the~~FDIC ~~reporting~~insurance ~~currency~~limits. FDIC insurance provides protection for ~~its~~bank ~~financial~~deposits ~~statements.~~up ~~Functional~~to ~~currency~~$250,000, isso ~~the~~there ~~currency~~were cumulative uninsured balances of ~~the~~$1.25 ~~primary~~million and ~~economic~~$6.25 ~~environment~~million in ~~which~~the anparent ~~entity~~and ~~operates.~~its ~~The~~US ~~functional~~based ~~currency~~subsidiaries as of ~~the~~June ~~Company’s~~30, ~~wholly~~2023 ~~owned~~and ~~subsidiary~~June 30, ~~NOEO~~2022, isrespectively. There were no uninsured bank deposits with a financial institution outside the ~~Euro~~U.S. All uninsured bank deposits are held at high quality credit institutions.

~~Assets~~Foreign and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency ~~other~~translation ~~than the functional currency of the entity involved are included in “General~~ and ~~Administrative” expenses on the Company’s consolidated statements of operations.~~transactions

~~INVENTORY~~The -Company ~~Inventory~~uses ~~acquired~~the ~~with~~U.S. Dollar as the ~~purchase~~reporting currency for its financial statements. Functional currency is the currency of ~~Noeo~~the ~~consists~~primary economic environment in which an entity operates. The functional currency of ~~finished~~the ~~goods~~Company’s Germany and isNetherlands ~~valued~~subsidiaries atare the ~~lower~~local currencies. The assets and liabilities of ~~cost~~the orCompany’s ~~market~~foreign ~~value,~~subsidiaries ~~with~~are ~~cost~~translated ~~determined~~into US Dollars using ~~First-In-First-Out~~exchange ~~Method~~rates in effect at the consolidated balance sheet date. ~~During~~Revenues and expenses are translated using the ~~year~~average ~~ended~~exchange ~~June~~rates ~~30,~~prevailing ~~2022,~~during the ~~Company~~period. ~~fully~~Exchange-rate ~~impaired~~differences onresulting ~~hand~~from ~~inventory~~translation adjustments are accounted for as a component of accumulated other comprehensive loss. Borrowings in foreign currencies are recorded at the ~~amount~~rate of ~~$7,938.~~exchange at the time of the transaction and are adjusted for any exchange rate gains or losses as of the balance sheet date.

~~INTANGIBLE~~Translation ~~ASSETS~~of -amounts ~~The~~from ~~Company~~Euro ~~generally~~into ~~recognizes~~US$ ~~assets~~have ~~for~~been ~~brand~~made ~~recognition, trade secret product formulations, and intellectual property such as finite-lived trade names. Finite-lived intangible assets are carried~~ at ~~acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over~~ the ~~estimated~~following ~~useful~~exchange ~~lives~~rates ~~of the respective assets. Amortization~~ for ~~trade names is recognized in sales and marketing expenses. In~~ the ~~year~~ periods ended June 30, ~~2022,~~2023 ~~the Company recorded assets acquired from the acquisition of NOEO of approximately $141,925~~ and expended a further $10,714 on trademark registration. Intangible assets acquired with NOEO included intellectual property and trademarks, an ecommerce website and branding recognition. The Company initially records acquired intangible assets at their estimated fair values and management reviews these assets periodically for impairment. During the year ended June 30, 2022 ~~the Company recorded impairment of intangible assets of $138,366.~~ :

RECENT ACCOUNTING PRONOUNCEMENTS - The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated 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.

	2023		2022
Period-end Euro: US$ exchange rate	$	1.0915	$	1.0476
Period-average Euro: US$ exchange rate	$	1.0459	$	1.0725

~~NOTE~~Translation 3.gains ~~GOING~~and ~~CONCERN~~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~~ASC ~~Company~~Topic ~~has~~220, ~~working~~“Comprehensive ~~capital of approximately $6 million at June 30~~Income”, ~~2022.~~establishes ~~During~~standards ~~the~~for ~~year ended June 30, 2022,~~ the ~~Company~~reporting ~~entered~~and ~~into~~display ~~private placement subscription agreements to raise a total~~ of ~~$10~~comprehensive ~~million by sale of seed preferred stock at $2 per share~~income, ofits ~~which the~~components ~~Company has collected $9,320,000, with the remaining $680,000 expected to be collected in the second quarter of fiscal 2023. The Company has commenced limited operations~~ and isaccumulated ~~conducting due diligence procedures on various potential acquisition targets~~balances. ~~Subsequent~~ toComprehensive ~~the~~income ~~year~~as ~~ended~~defined ~~June~~includes ~~30,~~all ~~2022,~~changes ~~the~~in ~~Company~~equity ~~has~~during ~~entered into~~ a ~~credit~~period ~~agreement~~from ~~with~~non-owner ~~certain~~sources. ~~lenders~~Accumulated ~~who~~other ~~agreed~~comprehensive ~~to extend a credit facility to the Company consisting of up to $75~~income,~~000,000~~ ~~(which~~as ~~amount~~presented ~~may be increased up to $150,000,000~~ in ~~accordance~~the ~~with~~accompanying ~~the~~consolidated ~~terms~~statements of ~~the~~changes ~~Agreement)~~ in ~~aggregate~~shareholders’ ~~principal amount of term loan commitments~~equity, ~~the~~consists ~~proceeds~~ of ~~which~~changes ~~may~~in beunrealized ~~used~~gains to acquire assets that are deemed eligible by meeting certain criteria. The continuation of the Company as a going concern is dependent upon the ability to attain profitable operations from the Company's future planned business operations and ~~sufficient~~losses ~~financing~~on toforeign ~~carry~~currency ~~out those plans~~translation. IfThis ~~the~~comprehensive ~~Company~~income is ~~unable~~not toincluded ~~obtain~~in ~~adequate capital as needed, or conduct revenue generating operations,~~ the ~~Company~~computation ~~may~~of beincome ~~required~~tax toexpense ~~reduce the scope, delay,~~ or ~~eliminate some or all of its planned operations~~benefit. ~~These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.~~

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F-11

Table of Contents

~~The~~Accounts ~~Healing~~Receivable ~~Company~~and ~~Inc.~~Allowance for Doubtful Accounts

~~Notes~~Accounts receivable are stated net of an allowance for doubtful accounts. When management becomes aware of circumstances that may decrease the likelihood of collection to a point where a receivable is no longer probable of being collected, it records an allowance against amounts due, which reduces the ~~Consolidated~~receivable ~~Financial~~to ~~Statements~~the amount that management reasonably believes will be collected. For all other customers, management determines the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with specific accounts. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2023 and June 30, 2022, the allowance for doubtful accounts amounted to $109,620 and $0, respectively.

~~June 30, 2022~~Inventories

~~NOTE~~Inventories ~~3. GOING~~consist ~~CONCERN~~primarily of raw materials, work-in-process (~~continued~~blended superfood powder) and finished goods. Finished goods and work-in-process include direct materials, finished product kits, finished products, third-party blender and other overhead costs involved in manufacturing for e-commerce sales. The Company values inventory using the standard costing method whereunder product costs are allocated based on standard rates for materials, labor, and overhead. The Company analyses actual costs at regular intervals and accounts for any variance in costs of goods sold. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in first-out method. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales. The Company performs cycle counts of inventories at its warehouse and distribution center throughout the year. An allowance for inventory shrinkage is established for estimated inventory shrinkage since the last physical inventory date through the reporting date.

~~COVID-19~~Property ~~Pandemic~~and Equipment

~~While~~Property itand ~~appears~~equipment ~~the~~are ~~COVID-19~~stated ~~pandemic~~at ~~is subsiding~~cost, ~~the~~net ~~impact~~ of ~~COVID-19~~accumulated ~~could~~depreciation ~~continue~~and ~~to have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets~~amortization, ~~which may severely impact the Company’s ability to raise additional capital~~ and todepreciated ~~pursue~~over ~~certain~~their ~~acquisitions.~~estimated ~~The~~lives ~~full~~using ~~impact of~~ the ~~COVID~~straight-19line ~~outbreak~~method. ~~continues~~The touseful ~~evolve~~lives as of ~~the~~leasehold ~~date~~improvements ofare ~~this~~determined ~~report~~by ~~and is highly uncertain and subject to change. The Company is not able to estimate~~ the ~~potential~~economic ~~effects~~useful lives of the ~~COVID-19~~assets ~~outbreak on its operations~~ or ~~financial condition for~~ the ~~next~~term 12of ~~months. There are no assurances that~~ the ~~Company will be able to meet its obligations~~leases, ~~raise~~whichever ~~funds~~is ~~or conclude the acquisition of identified businesses~~shorter.

~~NOTE 4.~~Depreciation ~~ACQUISITION~~and amortization is provided for by the straight-line method over the estimated useful lives as follows:

On March 10, 2022, the Company closed a Share Purchase Agreement pursuant to which we acquired 100% of the issued and outstanding capital stock of NOEO GmBH, a German corporation, controlled by a member of our board of directors, for total consideration of $28,290 (EUR25,000), paid on closing. NOEO has established a series of wellness products, sold direct-to-consumer focusing on adaptogenic herbs and the marketing of three key products which include joint, memory and digestive complexes taken orally derived from functional mushrooms. The acquisition is in line with the Company’s current mandate of acquiring operating wellness-focused businesses. On closing, the shares of NOEO were transferred to the Company and NOEO became a wholly owned subsidiary of the Company.

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

~~The~~Expenditures ~~following~~for ~~table~~repairs ~~sets~~and ~~forth~~maintenance ~~the~~are ~~net~~expensed as incurred. When assets ashave ~~of March~~been 10retired or sold, ~~2022:~~the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

	March 10, 2022
Cash and cash equivalent	$	8,496
Inventory		8,244
Prepaid expenses		69,153
Recoverable value added tax		24
Intangible assets		67,530
Accounts payable and accrued liabilities		(33,295	)
Advances and accounts payable, related party		(8,066	)
Loan payable, related party		(158,190	)
Net assets		(46,104	)
Consideration: Cash purchase		28,290
Additions to intangible assets	$	74,394

Goodwill and Intangible Assets

~~The~~Goodwill represents the excess of the purchase ~~accounting~~price ~~for~~over the ~~acquisition~~fair market value of ~~NOEO~~the ~~was~~net ~~concluded~~assets as(including ofintangibles) ~~June~~acquired 30on October 13, 2022. Onand ~~June~~March 303, ~~2022~~2023, respectively. The Company has implemented the ~~impairment~~Business ~~tests~~Combinations ~~carried~~Topic ~~out~~of bythe ~~management~~Financial ~~indicated~~Accounting ~~that~~Standards ~~certain~~Board ~~intangible~~(“FASB”) ~~assets~~Accounting ~~including~~Standards ~~trademarks,~~Codification ~~trade~~(“ASC”) ~~names~~350, Intangibles - Goodwill ~~brand~~and ~~recognition~~Other. Goodwill and ~~ecommerce~~tradenames ~~websites~~are ~~were~~deemed ~~impaired~~to have an indefinite life, customer/distributor relationships have a definite life of approximately 5 years and ~~the~~non-compete ~~Company~~provisions ~~recorded~~with akey ~~loss~~employees onhave ~~impairment~~a definite life of ~~$138~~approximately 4 years. Goodwill and indefinite life intangible assets are not amortized but are subject to,~~366~~ ~~(ref:~~at ~~Note~~a 5)minimum, annual impairment tests. The Company expenses costs to maintain or extend intangible assets as incurred.

~~NOTE~~The 5Company 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. ~~INTANGIBLE~~We ~~ASSETS~~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. For the fiscal year ended June 30, 2023, the Company recorded impairment of goodwill of $3,868,721. For the fiscal year ended June 30, 2022, the Company recorded impairment of intangible assets of $138,366.

During the year ended June 30, 2022, the Company incurred costs in respect to certain trademarks, and acquired certain intangible assets (re: Note 4) including trademarks, trade names, brand recognition and ecommerce websites.

The following table sets forth the detail of intangible assets at June 30, 2022:

Intangible assets, June 30, 2021
Additions:
Intangible assets acquired from NOEO, March 10, 2022	$	141,925
Tradenames and other intangibles		10,714
Impact of foreign exchange		(3,559	)
Impairment of intangible assets, NOEO		(138,366	)
Total, June 30, 2022	$	10,714

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The ~~Healing~~ Company ~~Inc~~tests goodwill, accreditation and trade names for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill, accreditation or trade names impairments for the periods presented. Amortization of customer relationships and non-compete agreements on a straight-line basis totaled $189,581 for the fiscal year ended June 30, 2023.

~~Notes~~Business ~~to the Consolidated Financial Statements~~Combinations

~~June~~The 30Company 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, ~~2022~~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.

~~NOTE~~Long-Lived ~~6. RELATED PARTY TRANSACTIONS~~Assets

~~Astutia~~The ~~Venture~~Company ~~Capital~~evaluates AGthe ~~(“AVCG”)~~recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of June 30, 2023 and June 30, 2022, respectively.

AsContract of January 2021, the Company had received a total of $173,616 in advances from its previous CEO, Jeffrey Taylor. On January 25, 2021, all advances made by the previous CEO were assigned to AVCG for $10. as part of a transaction where under AVCG also acquired a portion of 32,000,000 shares sold in a series of private transactions by Mr. Taylor. Further, during the fiscal year ended June 30, 2021, the Company received a further $29,999 in unsecured advances from AVCG for operational expenses. At June 30, 2021 a total of $203,615 included in advances payable, related parties, was due to AVGG.Assets

~~During~~In ~~the~~accordance ~~nine~~with ~~months~~ASC ~~ended March 31~~606-10-45-3, ~~2022,~~ a ~~minority~~contract ~~shareholder~~asset ofis the Company’s ~~reimbursed~~right ~~AVCG~~to payment for ~~advances~~goods ~~paid~~and inservices already transferred to a customer if that right to payment is conditional on something other than the ~~amount~~passage of ~~$29,999,~~time. ~~leaving~~The ~~$173,616~~Company ~~due~~will ~~and~~recognize ~~payable~~a tocontract ~~AVCG~~asset atwhen ~~March~~it ~~31,~~has ~~2022,~~fulfilled ~~which~~a ~~amount~~contract ~~was~~obligation ~~repaid~~but inmust ~~full~~perform ~~prior~~other toobligations ~~June~~before ~~30,~~being ~~2022.~~entitled to payment.

~~WAOW~~There ~~Group~~were ofno ~~Companies~~contract assets at June 30, 2023 and June 30, 2022.

~~During~~Contract the fiscal year ended June 30, 2021, WAOW Entrepreneurship Gmbh ("WAOWE") acquired certain shares of the Company in a series of private transactions with AVCG and Mr. Jeffrey Taylor, our former officer and director. Subsequently, in November 2021, as amended May 22, 2022 WAOWE entered into a subscription agreement with the Company whereunder they agreed to purchase 2,140,000 unregistered shares of Seed Preferred stock at $2 per share for total proceeds of $4,280,000. During the year ended June 30, 2022, the Company received cash proceeds of $3.6M in respect to the aforementioned subscription and issued 1.8M shares of seed preferred stock. A total of $680,000 remains receivable with respect to the remaining 340,000 shares subscribed. Liabilities

~~During~~Deferred ~~the~~revenue, ~~year~~a ~~ended~~contract ~~June 30~~liability, ~~2022,~~primarily anconsists ~~affiliated~~of ~~company,~~arrangement ~~WAOW~~consideration ~~Advisory~~collected ~~Group~~in ~~Gmbh~~advance ~~(“WAOW”)~~of ~~assumed~~order ~~amounts~~fulfillment ~~owing~~and unsatisfied obligations related to ~~AVCG~~outstanding loyalty points. The Company expects that the majority the revenue deferrals recorded at the balance sheet date will be recognized as revenue in the ~~amount~~next of12 ~~$29,999~~months as performance obligations are satisfied. Sales taxes collected from customers and ~~advanced~~remitted ato ~~further~~government ~~$402~~authorities are excluded from revenue and deferred revenue. Ownership passes to customers upon shipment. Deferred revenue represents amounts collected from,~~467~~ or invoiced to, customers in excess of revenues recognized, primarily from the ~~Company~~billing ~~which~~of ~~amount~~annual ~~was~~subscription ~~repaid~~agreements. Also included in ~~fully~~contract ~~prior~~liabilities is the value of loyalty points with respect to ~~June~~the ~~30,~~Company’s ~~2022~~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.

OnThe ~~March~~Company ~~10,~~offers ~~2022,~~a loyalty program to its customers which incorporates a points system for activities on the Company’s ~~acquired~~website, ~~NOEO~~such ~~(See~~as ~~Note~~reviews, 4)referrals, and purchases. At ~~the~~Customers ~~date~~accumulate ofpoints ~~the~~based ~~acquisition,~~on ~~WAOW~~their ~~had~~level ~~outstanding~~of ~~loans~~spending ~~with~~and ~~NOEO~~type ~~with~~of aparticipation. ~~remaining~~The ~~principal~~points ~~balance~~can be redeemed for purchases of ~~EUR139,793~~goods offered at the Company’s websites. ~~During~~The Company defers the ~~period~~stand-alone ~~ended~~selling ~~June~~price ~~30,~~of ~~2022~~earned reward points, ~~WAOW~~net ~~advanced~~of anrewards ~~additional~~not ~~EUR18,000~~expected to ~~NOEO. At~~be ~~June~~redeemed ~~30,~~(known ~~2022~~as “breakage”), as liability for outstanding loyalty points. To estimate the ~~loan~~ ~~had~~stand-alone aselling ~~balance~~price ~~outstanding~~for ofthe ~~$165~~points,~~304~~ ~~(EUR157,793)~~the isCompany ~~unsecured~~considers the stated redemption value per point dictated by the terms of the loyalty programs and ~~accrues~~then ~~interest~~estimates atthe 5%future ~~per~~breakage ~~annum,~~of ~~maturing~~reward points based on ~~December~~historical ~~31,~~member ~~2022~~activity. ~~Accrued~~Upon redemption of points by customer, the Company recognizes revenue and ~~unpaid~~reduces ~~interest~~corresponding atdeferred ~~June~~revenue. ~~30,~~The ~~2022~~Company ~~totaled~~records ~~$5,771,~~breakage ~~which~~revenue isof ~~reflected~~unredeemed inpoints ~~accounts~~based ~~payable~~on –expected ~~related~~customer ~~parties~~redemptions.

Lee Larson Elmore, Former Secretary

Effective January 31, 2021, Mr. Jeffrey Taylor resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company and Mr. Lee Larson Elmore was appointed to fill all officer positions, and as sole director.

On May 1, 2021, Mr. Elmore entered into an agreement with the Company for a six-month term ending October 31, 2021, for a monthly fee of $1,000 plus stock compensation of 15,000 shares at $4.00 per share, or the equivalent cash consideration of $60,000, at Mr. Elmore’s election. As at June 30, 2021, Mr. Elmore had received $2,000 and had accrued expenses of $60,000.

On November 1, 2021, Mr. Elmore entered into a revised compensation agreement with the Company through his controlled company, Administrative Services LLC, whereby services of Mr. Elmore would be invoiced at a rate of $5,000 per month commencing November 1, 2021.

During the fiscal year ended June 30, 2022 and 2021, respectively, Mr. Elmore and his controlled company invoiced $40,720 and $62,000. A total of $2,800 remained due and payable to Mr. Elmore at June 30, 20. Mr. Elmore resigned as CEO, Director and President effective January 10, 2022, and as Secretary, Treasurer and CFO on June 6, 2022.

F-13

Table of Contents

The ~~Healing~~ Company’s ~~Inc~~total contract liability balance was $2.34 million and $0 at June 30, 2023 and June 30, 2022, respectively, of which $211,927 relates to the liability for outstanding loyalty points for Your Super and $1.34 million relates to customer subscription deposits with respect to membership fees from the Chopra wellness app which are collected in advance and amortized over the one (1) year term of the membership, advances on retreat packages and prepaid licensing fees.

~~Notes~~Fair toValue ~~the Consolidated Financial Statements~~Measurements

~~June~~The 30Company's financial instruments primarily consist of cash and cash equivalents, ~~2022~~accounts receivable, contracts receivable, accounts payable and accrued liabilities, contracts receivable recourse, deferred revenue, debt and a capital lease obligation. The carrying values of the Company's financial instruments approximate fair value.

~~NOTE~~FASB 6.ASC ~~RELATED~~820, Fair ~~PARTY~~Value ~~TRANSACTIONS~~Measurements and Disclosures (~~continued~~“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.

~~Simon~~ASC ~~Belsham,~~820 ~~CEO,~~requires ~~President~~that assets and ~~Director~~liabilities measured at fair value are classified and disclosed in one of the following three categories:

OnLevel ~~November 27, 2021, as amended, September~~ 1, ~~2022, the Company entered into a two~~-~~year~~ ~~employment~~Quoted ~~agreement~~market ~~with~~prices 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~~identical ~~compensation~~assets ofor ~~$400,000~~liabilities in ~~years~~active ~~one~~markets ~~and~~or ~~two~~observable 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

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