10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

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

For the quarterly period ended September 30, 2021

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

For the transition period from __________ to __________

333-152805

(Commission File Number)

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
(Address of principal executive offices)	(Zip Code)

(866) 241-0670

(Registrant’s telephone number, including area code)

711 S. Carson Street, Suite 4,

Carson City, Nevada 89701

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	N/A	N/A

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act. ☐

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

As of February 18, 2022, there were 44,000,000 shares of the registrant’s common stock outstanding.

EXPLANATORY NOTE

The Healing Company Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate its financial statements as filed in its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”).

Background of Restatement

The Company has had recent additions to management and in the preparation of the financial statements for the six month period ended December 31, 2021, management discovered that there were a number of expenses, advances, invoices and agreements that included services rendered and expenses incurred during the quarter ended September 30, 2021 that were received after the publication of the Original Quarterly Report. Upon receipt, management reviewed the data and has determined that the expenses incurred for services provided during the quarter ended September 30, 2021 were material and required a restatement of the September 30, 2021 financial statements in order to properly reflect the operations of the Company during the period covered by that report.

As a result, the Company’s management is Amending the Original Quarterly Report in its entirety in this Amendment No. 1 on Form 10-Q for the three months ended September 30, 2021. The restatement results in a change to the previously reported results for each of the Balance Sheet, Statement of Operations, Statement of Stockholders’ Deficit and Statement of Cash flows for the three months ended September 30, 2021. Further the Company has revised and restated certain of the notes to the financial statements in order to reflect these amendments. Please refer to Note 4 of the unaudited financial statements appended hereto for the specific line items of the restatement with respect to our financial schedules.

The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Amendment No. 1 to quarterly report on Form 10-Q/A, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon.

Internal Control Considerations

In connection with the restatement, management together with the Company’s recently engaged compliance consultant has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors and events described above, and the filing of the Form 10-Q, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A.

2

The Healing Company Inc.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13
SIGNATURES		14

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE HEALING COMPANY INC.

CONDENSED FINANCIAL STATEMENTS

For the Three Months ended September 30, 2021 (Restated) and 2020

(Unaudited)

Prepared by Management

(Stated in US Dollars)

4

Index to Financial Statements

	Page
Unaudited Condensed Balance Sheets	F-2
Unaudited Condensed Statements of Operations	F-3
Unaudited Condensed Statement of Stockholders’ Equity (Deficiency)	F-4
Unaudited Condensed Statements of Cash Flows	F-5
Notes to Unaudited Condensed Financial Statements	F-6 to F-11

F-1

The Healing Company Inc.

Condensed Balance Sheets

(Stated in U.S. Dollars)

(Unaudited)

	September 30, 2021 (Restated)			June 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	-
Total Current Assets		-			-
Total Assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses		222,740			79,110
Accounts Payable and accrued expenses – related party		60,000			-
Advances Payable – related parties		595,760			203,615
Total Current Liabilities		878,500			282,725
Total Liabilities	$	878,500		$	282,725
Stockholders’ Deficit
Common Shares – 300,000,000 authorized, $0.001 par value, 44,000,000 shares issued and outstanding		44,000			44,000
Additional Paid in Capital		-			-
Accumulated Deficit		(922,500	)		(326,725	)
Total Stockholders’ Deficit		(878,500	)		(282,725	)
Total Liabilities and Stockholders' Deficit		-			-

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

F-2

The Healing Company Inc.

Condensed Statements of Operations

(Stated in U.S. Dollars)

(Unaudited)

	Three months ended September 30,
	2021 (Restated)			2020
Sales	$	-		$	-
Operating expenses
General and Administrative		6,136			2,512
Professional and Consulting fees		589,639			2,478
Total operating expenses		595,775			4,990
(Loss) from Operations before income taxes		(595,775	)		(4,990	)
Provisions for income taxes		-			-
Net (loss)	$	(595,775	)	$	(4,990	)
Basic and Diluted Loss Per Common Share	$	(0.01	)	$	(0.00	)
Weighted average number of common shares used in per share calculations		44,000,000			44,000,000

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

F-3

The Healing Company Inc.

Condensed Statement of Stockholders’ Deficit

 (Stated in U.S. Dollars)

(Unaudited)

	Common Stock				Additional Paid-in					Stockholders’
	Shares		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2021		44,000,000	$	44,000	$	-	$	(326,725	)	$	(282,725	)
Loss for the period, as restated		-		-		-		(595,775	)		(595,775	)
Balance September 30, 2021, as restated		44,000,000	$	44,000	$	-		(922,500	)	$	(878,500	)

	Common Stock				Additional Paid-in					Stockholders’
	Shares		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2020		44,000,000	$	44,000		-		(213,378	)	$	(169,378	)
Loss for the period		-		-		-		(4,990	)		(4,990	)
Balance, September 30, 2020		44,000,000	$	44,000	$	-	$	(218,368	)	$	(174,368	)

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

F-4

The Healing Company Inc.

Condensed Statements of Cash Flows

 (Stated in U.S. Dollars)

(Unaudited)

	For the three months ended September 30,
	2021 (Restated)			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(595,775	)	$	(4,990	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Accounts payable and accrued expenses		143,630			(5,532	)
Accounts payable and accrued expenses – related party		60,000			10,000
Net Cash provided by (used in) operating activities		(392,145	)		(522	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances payable – related parties		392,145			-
Cash provided by financing activities		392,145			-
INCREASE (DECREASE) IN CASH		-			(522	)
CASH AT BEGINNING OF YEAR		-			1,347
CASH AT END OF PERIOD	$	-		$	825
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-

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

F-5

The Healing Company Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2021

NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND HISTORY –

Historical Information

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

Commencing in February 22, 2010, our purpose has been to serve as a vehicle to acquire an operating business. As of the date of this report, we are currently considered a “shell” company in as much as we are not generating revenues and do not own an operating business.

Current Information         

During January 2021, our then sole officer and director, Mr. Jeffrey Taylor sold his 32,000,000 shares of common stock of the Company, representing 73% of the issued and outstanding shares, to certain third parties in a series of private  transactions for cash consideration of $300,000. Concurrently Mr. Taylor resigned all positions and Mr. Larson Elmore was appointed to fill ensuing vacancies.

In cooperation with the new majority shareholders, the Company determined to redefine its acquisition objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale. In that regard, management has identified various targets which are currently undergoing due diligence review.

On April 29, 2021, the sole director and our majority shareholder approved a name change of our Company from Lake Forest Minerals Inc. to The Healing Company Inc.

Concurrently the board and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Upon effectiveness of the forward split, our authorized capital will be 300,000,000 shares of common stock and our issued and outstanding shares of common stock will increase 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.

All adjustments necessary for fair statement of the results for the periods have been made and all adjustments are of a normal recurring nature.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three months ended September 30, 2021, should be read in conjunction with the financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the SEC.

USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-6

The Healing Company Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.

REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

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.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

FINANCIAL INSTRUMENTS - The carrying 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.

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

F-7

The Healing Company Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

FINANCIAL INSTRUMENTS – Continued 

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that they are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3- GOING CONCERN

The Company has incurred cumulative net losses of $922,500 for the period from June 23, 2008 (Date of Inception) through September 30, 2021 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of this filing. Management’s plans include seeking additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

NOTE 4. RESTATEMENT

During the six months ended December 31, 2021 the Company made various additions to its managements team and retained various consultants to assists with the implementation of its new business focus. Subsequent to the issuance of the original financial reports for three month periods ended September 30, 2021 and 2020, the Company became aware there were a number of expenses, advances, invoices and agreements that included services rendered and expenses incurred during the quarter ended September 30, 2021 which were received subsequent to the publication date, and had not been reflected in the Company’s financial statements. The majority of these additional expenditures related to professional and consulting fees paid by way of advances from shareholders (see Note 5). Management reviewed the data and determined that by expenses incurred for services provided during the quarter ended September 30, 2021 were material and required a restatement of the September 30, 2021 financial statements in order to properly reflects the operations of the Company during the period covered by that report. As a result, the Company has restated its financial statements for the three months ended September 30, 2021 to reflect the addition of $572,448 to current period losses in order to record increases to general and administrative expenses of $1,526 and professional and consulting fees of $570,922.

The following tables summarize the effects of the adjustments described above.

F-8

The Healing Company Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2021

NOTE 4. RESTATEMENT (Continued)

Line items on the restated condensed financial statements of balance sheets and restated condensed statements of changes in stockholders’ equity:

	As at September 30, 2021			Adjustment			As at September 30, 2021 (restated)
Accounts payable and accrued expenses	$	78,124		$	144,616		$	222,740
Accounts payable and accrued expenses – related party		-			60,000			60,000
Advances payable/due to related parties	$	227,928		$	367,832		$	595,760
Total current liabilities	$	306,052		$	572,448		$	878,500
Total Liabilities	$	306,052		$	572,448		$	878,500
Accumulated deficit	$	(350,052	)	$	(572,448	)	$	(922,500	)
Total Liabilities and Stockholders Deficit	$	(306,052	)	$	(572,448	)	$	(878,500	)

Line items on the restated condensed statements of operations:

	Three Months ended September 30, 2021			Adjustment			Three Months ended September 30, 2021 (restated)
General and administrative	$	4,610		$	1,526		$	6,136
Professional and consulting fees	$	18,717		$	570,922		$	589,639
Total operating expenses	$	23,327		$	572,448		$	595,575
(Loss) from operations	$	(23,327	)	$	(572,448	)	$	(595,575	)
Net loss	$	(23,327	)	$	(572,448	)	$	(595,575	)

Line items on the restated condensed statements of cash flow:

	Three Months ended September 30, 2021			Adjustment			Three Months ended September 30, 2021 (restated)
Net loss	$	(23,327	)	$	(572,448	)	$	(595,775	)
Accounts payable and accrued expenses	$	(986	)	$	144,616		$	143,630
Accounts payable and accrued expenses, related party	$	-		$	60,000		$	60,000
Advances payable, related parties/due to related parties	$	24,313		$	367,832		$	392,145

F-9

The Healing Company Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2021

NOTE 5. RELATED PARTY TRANSACTIONS (Restated, See Note 4) 

Astutia Venture Capital AG

As of January 2021, the Company had received a total of $173,616 in advances from its previous CEO, Mr. Jeffrey Taylor.  On January 25, 2021, all advances made by the previous CEO were assigned to AVCG for $10 as part of a transaction whereunder AVCG also acquired a portion of 32,000,000 shares sold in a series of private transactions by Mr. Taylor for cash proceeds of $300,000. Further, during the fiscal year ended June 30, 2021, the Company received a further $29,999 in unsecured advances from AVCG for operational expenses.

During the three months ended September 30, 2021, a minority shareholder of the Company reimbursed AVCG for advances paid, and as at September 30, 2021, the amount due and payable to AVCG totaled $173,616 which is reflected on the balance sheets of the Company as Advances Payable – related parties. The amount owing is unsecured, non-interest bearing, and due on demand.

Lee Larson Elmore

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 President and 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 July 1, 2021, Mr. Elmore invoiced the Company an additional $4,000 for services provided prior to his formal agreement.

During the six months ended September 30, 2021, Mr. Elmore was paid a total of $9,000 in fees, leaving a balance owing at September 30, 2021 to Mr. Elmore of $60,000 (September 30, 2020 – nil).

WAOW Advisory Group Gmbh

During the fiscal year ended June 30, 2021, WAOW Entrepreneurship Gmbh (“WAOWE”) acquired certain shares of the Company in a series of private transactions with AVCG and Mr. Jeffrey Taylor, our former officer and director. 

During the three months ended September 30, 2021, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $29,999 and advanced a further $392,146 to the Company. As at September 30, 2021, WAOW was owed a total of $422,145 which amount is reflected on the financial statements as Advances Payable – related parties.

NOTE 6 . COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

NOTE 7. STOCKHOLDER DEFICIT

One April 29, 2021, the Company’s board of directors approved a forward stock split of authorized and issued and, outstanding shares of common stock on four (4) new shares for one (1) share held. Upon effectiveness of the forward split, the authorized shares increased to 300,000,000 shares of common stock and the issued and outstanding shares of common stock increased to 44,000,000 shares of common stock, all with a par value of $0.001.

The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 as such all capital transaction have been retroactively restated to show the effect of the stock split.

F-10

The Healing Company Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2021

NOTE 7. STOCKHOLDER DEFICIT (Continued)

Common Stock

The Company did not issue any shares of common stock during the three months ended September 30, 2021.

As at September 30, 2021 and June 30, 2021, the Company has a total of 44,000,000 shares of common stock issued and outstanding.

NOTE 8. OTHER COMMITMENTS

On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, retroactive to January 1, 2021, Mr. Machaiah is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and shall be granted the right to purchase $37,500 worth of the Company’s common stock based on an exercise price per share equal to the fair market value of the Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s Equity Incentive Plan. The Company is currently in the process of completing the establishment of an equity incentive plan.

NOTE 9 - SUBSEQUENT EVENTS

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

F-11

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

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean The Healing Company Inc., a Nevada company, unless otherwise indicated.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements for the three months ended September 30, 2021 and the notes thereto appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended June 30, 2021, as filed with the SEC on Form 10-K on October 14, 2021.

General Overview

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

During April 2021, our board of directors and major shareholder approved a name change of our company from Lake Forest Minerals Inc. to The Healing Company Inc. Concurrently, the board of directors 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. 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 split were reviewed and approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 at which time our authorized capital increased to 300,000,000 shares of common stock and our issued and outstanding shares of common stock increased from 11,000,000 to 44,000,000 shares of common stock, all with a par value of $0.001.

5

Our Current Business

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e., a merger) with a corporation, partnership, limited liability company or other operating business entity (a “Merger Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements.

Our ability to commence any operations is contingent upon obtaining adequate financial resources. We are currently considered a “shell” company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees that are not officers or directors of the Company, and no material assets.

We currently have no definitive agreements or understandings with any prospective business combination candidates and there are no assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of our securities. In this most recently quarter ended September 30, 2021 the Company has determined to seek projects in the health and wellness sector and has engaged certain professional consultants, including legal counsel, to assist in our plans for future development.

We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to affect a business combination with a target business which we believe has significant growth potential. While we may, under certain circumstances, seek to effect business combinations with more than one target business, unless additional financing is obtained, we will not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations.

A common reason for a target company to enter into a merger with a shell company is the desire to establish a public trading market for its shares. Such a company would hope to avoid the perceived adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various federal and state securities law that regulate initial public offerings.

The prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses.

In evaluating a prospective target business, we will consider several factors, including the following: experience and skill of management and availability of additional personnel of the target business; costs associated with effecting the business combination; equity interest retained by our stockholders in the merged entity; growth potential of the target business; capital requirements of the target business; capital available to the target business; stage of development of the target business; proprietary features and degree of intellectual property or other protection of the target business; the financial statements of the target business; and the regulatory environment in which the target business operates.

The foregoing criteria are not intended to be exhaustive and any evaluation relating to the merits of a particular target business will be based, to the extent relevant, on the above factors, as well as other considerations we deem relevant.

In connection with our evaluation of a prospective target business, we anticipate that we will conduct a due diligence review which will encompass, among other things, meeting with incumbent management as well as a review of financial, legal and other information. The time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate the business combination (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time.

6

Currently our sole officer and director i devotes only a very small portion of his time to our affairs, and, accordingly, the consummation of a business combination may require a longer time than if he devoted his full time to our affairs. However, he will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or are engaged in active negotiation of a business combination.

We are currently in the process of identifying prospective target businesses as we work with recently retained consultants across the wellness sector. However, various impediments to a business combination may arise during the due diligence process, including but not limited to appraisal rights afforded the stockholders of a target business under the laws of its state of organization. This may prove to be deterrent to a particular combination.

With the support of our major shareholder, the Company is currently redefining and narrowly tailoring its corporate objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale.

Plan of Operations

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.

Results of Operations

Three Months Ended September 30, 2021, compared to the three months ended September 30, 2020

We had a net loss of $595,775 for the three month period ended September 30, 2021, as compared to a net loss for the period ended September 30, 2020, of $4,990. The substantial increase to our current period loss a direct result of an increase in operational expenses of $590,785, consisting of increases to general and administrative expenses of $3,624 and professional and consulting fees of $587,161. These increased costs were a result of the Company’s decision to change its business direction and move to retain consultants and legal as well as accounting staff to support its planned growth in the health and wellness sector.

The following table summarizes key items of comparison and their related increase for the three month periods ended September 30, 2021 and 2020.

Three Months ended September 30, 2021, and 2020

	Three Months Ended						Change between the three month periods ended
	September 30, 2021			September 30, 2020			September 30, and 2020
General and Administrative	$	6,136		$	2,512		$	3,624
Professional and Consulting Fees		589,639			2,478			587,161
Net loss	$	(595,775	)	$	(4,990	)	$	590,785

The substantial increase in operating expenses during the current period primarily relates to consulting fees and management services incurred during the quarter as the Company completes its plan for the acquisition of a series of target businesses operating in the wellness sector.

7

We have not earned any revenues since inception. Management expects revenues to commence prior to June 30, 2022, through the acquisition of operating businesses and is currently completing due diligence reviews of various target acquisitions.

Statements of Cash Flows

September 30, 2021 and 2020

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

	September 30, 2021			September 30, 2020
Net cash (used in) operating activities	$	(392,145	)	$	(522	)
Net cash provided by financing activities		392,145			-
Decrease in cash		-			(522	)
Cash end of period	$	-		$	825

Cash Used in Operating Activities

Net Cash used in operating activities for the three months ended September 30, 2021 was $392,145 as compared to $522 of cash used in operating activities in the three months ended September 30, 2020.

Changes in operating activities in the three months ended September 30, 2021 include an increase in accounts payable and accrued expenses of $143,630 and an increase to related party payables of 60,000 offset by our net loss of $595,775. Cash used in the three months ended September 30, 2020 includes a decrease to accounts payable of $5,532 and an increase to accounts payable, related party of $10,000, offset by our net loss of $4,990.

Cash Provided by Financing Activities

During the three months ended September 30, 2021, financing activities provided net cash of $392,145 in the form of advances from our majority shareholder to settle operating expenses.

During the three months ended September 30, 2020, the Company did not have any cash provided by financing activities.

Liquidity and Capital Resources

We have no cash as at September 30, 2021 and a working capital deficit of $878,500 (June 30 2021 - $282,725) and have reported accumulated losses to date of $922,500. We anticipate generating losses and, therefore, may be unable to continue operations further in the future. We have to date been funded by our directors and officers and a majority stockholder. There can be no assurance that funding will continue.

Going Concern

The Company has incurred net losses of $922,500 for the period from June 23, 2008 (Date of Inception) through September 30, 2021 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of this filing. Management’s plans include seeking additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

8

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

Future Financings

We anticipate that we will rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We currently have no other arrangement as a source for future financings. While this arrangement should enable us to continue with our current business plan, it is possible that unforeseeable market fluctuations in the price of the Company’s common stock could periodically render future sales of the Company’s stock under the terms of the agreement undesirable, hence affecting our ability to continue financing utilizing that instrument.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements. 

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. 

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 to simplify the 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 be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of September 30, 2021, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

9

Our internal controls and procedures are not effective for the following reasons: (i) there has been an inadequate segregation of duties consistent with control objectives as management was comprised of only one person, who is the Company’s principal executive officer and principal financial officer and, (ii) the Company currently has no formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weakness, we intend to engage additional management and outside accounting consultants with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. Further, it is the intent of management to establish an audit committee compliant with the regulations to ensure adequate board oversight going forward. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We are currently hiring additional staff to provide greater segregation of duties. Management will continue to assess this matter to determine whether improvement in segregation of duty is adequately established. In addition, we have expanded our board to include independent members and may add additional independent directors, if and when deemed necessary.

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

11

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S- 1 filed on August 6, 2008).
3.2	By-laws (incorporated by reference to our Registration Statement on Form S-1 filed on August 6, 2008).
3.3	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on June 2, 2021).
(10)	Material Contracts
10.1	Engagement Agreement between the Company and Lee Larson Elmore data May 1, 2021, filed herewith.
10.2	Board of Directors Services Agreement between the Company and Poonacha Machaiah, dated July 16, 2021, filed herewith
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1	Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1	Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2	Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

12

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE HEALING COMPANY INC.
Date: February 22, 2022	By:	/s/ Simon Belsham
		Simon Belsham
		Chief Executive Officer (Principal Executive Officer)
Date: February 22, 2022	By:	/s/ Lee Larson Elmore
		Lee Larson Elmore
		Principal Financial and Accounting Officer

13

EX-10.1

EXHIBIT 10.1

ENGAGEMENT AGREEMENT

This ENGAGEMENT AGREEMENT (the “Agreement”), made effective as of May 1, 2021 (the “Effective Date”), between Lake Forest Minerals, Inc. with an address of 711 South Carson Street, Suite #4 Carson City ,Nevada, 89701 (the “Company”) and Lee Larson Elmore (“Elmore”) with an address of 15954 Jackson Creek Parkway, Monument, Co 80132 collectively (the “Parties”)

WHEREAS, Company is a professional company dedicated to the development and building a management team for acquisitions of acquiring target companies that have intellectual Property rights and assets as to be determined:

WHEREAS, Elmore and Company wish to enter into an engagement agreement for Elmore to provide services as CEO, President, Secretary, Treasurer and a member of the Board of Directors of Company:

WHEREAS, Company and Elmore intend that this Agreement will supersede and replace any and all other employment agreements, letters of intent, verbal/electronic communication, or any other arrangement for employment entered into (or previously contemplated) by and between Company and Elmore, and that any such employment agreements, letters of intent or other arrangements shall have no further force or effect.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this Agreement, Company and Elmore (who are sometimes individually referred to as a “party” and collectively referred to as the “parties”) agree as follows on this Agreement .

AGREEMENT

1. SPECIFIED PERIOD AND OFFICE LOCATION/HEADQUARTERS.

The Company hereby engages Elmore pursuant to the terms of this Agreement and Elmore hereby accepts this engagement with Company pursuant to the terms of this Agreement. The term of the Agreement shall be for a period of six (6) months from the Effective Date (the “Term”); The Parties may also extend this Agreement further based upon mutual written consent.

2. GENERAL DUTIES.

Elmore shall report directly as an officer of Company. shall devote such time to Company’s business during the term of this Agreement as the Company may require. Elmore agrees to cooperate with and work to the best of his ability with Company’s strategic partners and affiliates (domestic and foreign), and shall serve as CEO, President, Secretary, Treasurer and a member of the Board of Directors, until replaced, or in such other officer capacity as may be determined during the Term of this Agreement to ensure that the Company’s mission statement is effectively carried-out, executed and accomplished. Elmore

1

3. COMPENSATION.

Commencing from the Effective Date and during the Term of this Agreement, Company shall pay Elmore the sum of $1,000 per month, plus expenses as detailed herein. Payment of this fee by Company to Elmore shall be made on the first of each month via wire transfer or ACH pursuant to electronic instructions between the Parties on the first of each month or in any event no longer than 15 days per monthly invoice presented to Company.

As further compensation, Elmore will be entitled to receive 15,000 shares of the Company at $4.00 per share to be issued upon such date as Elmore shall no longer be engaged by the Company. Elmore may amend this compensation by the provision of an invoice in the amount of $60,000 to the Company in which case Elmore shall waive his right to receive the 15,000 shares.

4. REIMBURSEMENT/ADVANCES OF BUSINESS EXPENSES.

Company shall provide a cash advance (or similarly reimburse) Elmore to cover all reasonable business expenses as necessary or as incurred by Elmore in connection with the business of Company on as needed bases . Company will also provide if needed (at its expense) all air fare and hotel/apartment accommodations for Elmore including, without limitations, lodging, meals, and other necessary living items when he is on business trips. All air travel arrangements of Elmore for overseas destinations will be on business class and all accommodations will be fully paid by Company.

5. INDEMNIFICATION OF LOSSES.

Company shall indemnify and hold Elmore harmless to the full extent of the law from any and all claims, losses and expenses sustained by Elmore as a result of any action taken by him to discharge his duties under this Agreement, and Company shall defend Elmore, at Company’s expense, in connection with any and all claims by stockholders or third parties which are based upon actions taken by Elmore to discharge his duties under this Agreement.

6. TERMINATION FOR CAUSE.

Company reserves the right to declare Elmore in default of this Agreement if Elmore fails to adequately perform, willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement, or if Elmore commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to the Company or its business. Company may terminate this Agreement for cause by giving written notice of termination to Elmore. Upon such termination the obligations of Elmore, and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Elmore’s engagement is terminated pursuant to this paragraph, the Company shall pay to Elmore, immediately upon such termination, any accrued but unpaid amounts earned pursuant to Sections 3 and 5.

2

7. TERMINATION WITHOUT CAUSE.

(a) Death. This Agreement shall terminate upon the death of Elmore. Upon such termination, the obligations of Elmore and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this Section, Elmore shall be entitled o receive any amounts accrued but unpaid pursuant to Sections 4 and 5. Successors, heirs and/or executor(s) of Elmore shall be entitled to exercise the provisions incorporated in Sections 4 (c) and (d) following the death of Elmore. All other rights Elmore has under any benefit, ownership interest, profit-sharing arrangements, and/or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs as defined by applicable corporate policies.

(b) Disability. Company reserves the right to terminate the Agreement upon 60 days written notice if, for a period of 60 days, Elmore is prevented from discharging his duties under this Agreement due to any physical or mental disability. Upon such termination the obligations of Elmore and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Elmore shall be entitled to receive any accrued and unpaid amounts earned pursuant to Sections 4(a), (b), (c)

(c) Election By Elmore. Elmore may elect to terminate this Agreement at any time upon not less than 60 days written notice by Elmore to the Board. In the event of a termination pursuant to this Section, Elmore shall be entitled to receive any accrued and unpaid amounts earned pursuant to sections 4(a) and (b). All other rights under any benefit, ownership interest or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs as defined by applicable corporate policies.

(d) Election By Company and Termination Fee. Company may terminate this Agreement upon not less than 60 days written notice by Company to Elmore. In the event of a termination during the term of this Agreement, Elmore shall be entitled to receive any accrued and unpaid amounts pursuant to Sections 3 and 5

(e) Termination by Elmore for Good Reason. Elmore may terminate this Agreement immediately based on the reasonable determination that one of the following events has occurred:

(i) Company intentionally and continually breaches or wrongfully fails to fulfill or perform (a) its obligations, promises or covenants under this Agreement; or (b) any warranties, obligations, promises or covenants in any agreement (other than this Agreement) entered into between the Company and Elmore, without cure, if any, as provided in such agreement;

3

(ii) Company terminates this Agreement and Elmore’s engagement hereunder, and such termination does not constitute termination for cause;

(iii) Without the consent of Elmore, the Company: (a) substantially alters or materially diminishes the position, nature, status, prestige or responsibilities of Elmore from those in effect by mutual agreement of the parties from time-to-time; (b) assigns additional duties or responsibilities to Elmore which are wholly and clearly inconsistent with the position, nature, status, prestige or responsibilities of Elmore then in effect; or (c) removes or fails to reappoint or re-elect Elmore to Elmore’s offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of Elmore), or as a director of the Company, except in connection with Elmore’s disability or consent;

(iv) Without the ratification of Elmore is removed from Company without his consent; or Company fails to nominate or reappoint Elmore to (unless Elmore is deceased or disabled, or such removal or failure is attributable to an event which would constitute termination for cause)

(v) Company intentionally requires Elmore to commit or participate in any felony or other serious crime; and/or

(vi) The Company engages in other conduct constituting legal cause for termination.

If Elmore terminates this Agreement for good reason, the obligations of Elmore and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Elmore shall be entitled to receive any accrued and unpaid amounts earned pursuant to Sections 3, 4, 5, and 9. All other rights Elmore has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs.

9. NO CONFLICTING DUTIES.

Elmore shall devote his/her productive time, ability, and attention to the business of Company during the term of this Agreement in a manner that will serve the best interests of Company. During the term of this Agreement, Elmore will not be restricted from performing services, or entering into any contract to do so, for any other corporation. This Agreement shall not be interpreted to prohibit Elmore from making passive personal investments in other firms, projects, etc.

10. MISCELLANEOUS.

(a) Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. In light of these facts, it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

4

(b) Cooperation. Each party agrees, without further consideration, to cooperate and diligently and faithfully perform any acts, deeds and things and to execute and deliver any documents that may from time to time be reasonably necessary or otherwise reasonably required to consummate, evidence, confirm and/or carry out the intent and provisions of this Agreement, all without undue delay or expense.

(c) Interpretation.

(i) Entire Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement: (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (2) supersedes any prior or contemporaneous agreements, letters of intent, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the “Prior Agreements”), and that any such Prior Agreements are of no force or effect except as expressly set forth herein; and

(3) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

(ii) Waiver. No breach of any agreement or provision herein contained, or of any obligation under this Agreement, may be waived, nor shall any extension of time for performance of any obligations or acts be deemed an extension of time for performance of any other obligations or acts contained herein, except by written instrument signed by the party to be charged or as otherwise expressly authorized herein. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power here in contained.

(iii) Remedies Cumulative. The remedies of each party under this Agreement are cumulative and shall not exclude any other remedies to which such party may be lawfully entitled.

(iv) Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

(v) No Third Party Beneficiary. Notwithstanding anything else herein to the contrary, the parties specifically disavow any desire or intention to create any third party beneficiary obligations, and specifically declare that no person or entity, other than as set forth in this Agreement, shall have any rights hereunder or any right of enforcement thereof.

5

(vi) Headings; References; Incorporation; Gender. The headings used in this Agreement are for convenience and reference purposes only, and shall not be used in construing or interpreting the scope or intent of this Agreement or any provision hereof. References to this Agreement shall include all amendments or renewals thereof. Any exhibit referenced in this Agreement shall be construed to be incorporated in this Agreement. As used in this Agreement, each gender shall be deemed to include the other gender, including neutral genders or genders appropriate for entities, if applicable, and the singular shall be deemed to include the plural, and vice versa, as the context requires.

(d) Enforcement.

(i) Applicable Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of Nevada,

(ii) Consent to Jurisdiction; Service of Process. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the state courts of Las Vegas and located within the Clark County.

(iii) Consent to Specific Performance and Injunctive Relief and Waiver of Bond or Security. Each party acknowledges that Company may, as a result of Elmore’s breach of the covenants and obligations included herein, will sustain immediate and long-term substantial and irreparable injury and damage that cannot be reasonably or adequately compensated by damages at law. Each party agrees that in the event of Elmore’s breach or threatened breach of the covenants and obligations, Company shall be entitled to obtain equitable relief from a court of competent jurisdiction or arbitration without proof of any actual damages that have been or may be caused to Company by such breach or threatened breach and without the posting of bond or other security in connection therewith.

(e) No Assignment of Rights or Delegation of Duties by Elmore. Elmore’s rights and benefits under this Agreement are personal to him and therefore (i) no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer; and (ii) Elmore may not delegate his duties or obligations hereunder.

(f) Notices. Unless otherwise specifically provided in this Agreement, all notices, demands, requests, consents, approvals or other communications (collectively and severally called “Notices”) required or permitted to be given hereunder, or which are given with respect to this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt), or (D) by mailing in the United States mail (or international mail) by registered or certified mail, return receipt requested, postage prepaid (which forms of Notice shall be deemed to have been given upon the 5th business day following the date mailed). Each party, and their respective counsel, hereby agrees that if Notice is to be given hereunder by such party’s counsel, such counsel may communicate directly with all principals, as required in order to comply with the foregoing notice provisions. Notices shall be addressed to the address hereinabove set forth in the introductory paragraph of this Agreement, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other parties hereto. Any Notice given to the estate of a party shall be sufficient if addressed to the party as provided in this subparagraph.

6

(g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional signature pages.

(h) Execution by All Parties Required to be Binding; Electronically Transmitted Documents. This Agreement shall not be construed to be an offer and shall have no force and effect until this Agreement is fully executed by all parties hereto. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears.

(SIGNTURE PAGE TO FOLLOW)

7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date so noted above and that the parties also acknowledge that by signing this contractual document they have read each Article, Section and Paragraph of the Agreement and hereby fully agree with the same.

Company:

The Healing Company Inc.

By:

Lee Larson Elmore

Its: CEO

Lee Larson Elmore

8

EX-10.2

EXHIBIT 10.2

THE HEALING COMPANY, INC.

BOARD OF DIRECTORS SERVICES AGREEMENT

This Board of Directors Services Agreement (the “Agreement”), dated July 16th, 2021 (the “Effective Date”), is entered into between The Healing Company, Inc., a Nevada corporation (the “Company), and Poonacha Machaiah, an individual with a principal place of residence in Orlando, FL              (“Director”).

WHEREAS, the Company desires to retain the services of Director for the benefit of the Company and its stockholders; and

WHEREAS, Director desires to serve on the Company’s Board of Directors for the period of time and subject to the terms and conditions set forth herein;

NOW, THEREFORE, for consideration and as set forth herein, the parties hereto agree as follows:

1. Board Duties. Director agrees to provide services to the Company as a member of the Board of Directors beginning on January 1, 2022 (the “Start Date”), provided, however, that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year term on the Board shall be subject to any necessary approval by the Company’s stockholders. Director shall, for so long as he remains a member of the Board of Directors, but in any case, not less than one year from the date hereof, meet with the Company upon written request, at dates and times mutually agreeable to Director and the Company, to discuss any matter involving the Company or its Subsidiaries, which involves or may involve issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters.

Director shall participate as a full voting member of the Company’s Board and participate in setting overall Company objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board committees, and reviewing management performance, and in particular providing strategic advisory guidance to the Company, including without limitation, with respect to the go-to market, product and platform evaluation and culture.

Director acknowledges and agrees that the Company may rely upon Director’s expertise in product development, marketing, or other business disciplines where Director has a deep understanding with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors. Director will notify the Company promptly if he is subpoenaed or otherwise served with legal process in any matter involving the Company or its subsidiaries. Director will notify the Company if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own legal counsel) to obtain information that in any way relates to the Company or its Subsidiaries, and Director will not discuss any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney.

1

Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or in lieu of Director. Director shall comply with the statutes, rules, regulations, and orders of any governmental or quasi- governmental authority, which are applicable to the Company and the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.

2. Independent Contractor. The Director’s status during the Directorship Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

3. Compensation. All compensation arrangements that existed prior to execution of this Agreement, including but not limited to the employment and non-competition agreement, are hereby terminated. As compensation for the services provided herein, the Company shall pay to Director an annual fee of $37,500.00 for the Director’s services (the “Director’s Fee”), which shall be payable in twelve (12) equal monthly installments, in arrears, pro-rated from the Start Date, as long as Director continues to fulfill his duties and provide the services set forth above. As further consideration for the Director’s provision of the services and subject to approval by the Board, the Company shall grant to Director the options (the “Options”) to purchase $37,500.00 worth of Common Stock of The Healing Company, Inc., based on an exercise price per share equal to the fair market value of one share of Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s then-current Equity Incentive Plan (“Plan”) and a Non-Qualified Stock Option Award Agreement (“Award Agreement”). Additionally, Director understands and agrees that any shares he receives pursuant to the Award Agreement shall be subject to various restrictions, including but not limited to restrictions on transfer, as set forth in the Company’s Articles of Incorporation, Bylaws, the Award Agreement, and other organizational documents entered into between the Company and the Shareholders (the “Governing Documents”), and that the Award Agreement and Director’s compensation under this Agreement are contingent upon Director’s acceptance and agreement to the Governing Documents.

4. Benefits and Expenses. The Company shall reimburse Director for reasonable out-of-pocket expenses incurred in connection with discharging his duties as a Board member. Any additional expenses shall be pre-approved by the CEO or CFO of the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses.

5. Directorship Term.

A. Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Start Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from the Board.

2

B. Termination Obligations.

i. Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer generated materials provided to or prepared by Director incident to the Services and his membership on the Company’s Board of Directors or any committee thereof constitute the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors.

ii. Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Director. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.

6. Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

7. Director Covenants.

A. Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

3

B. Other Activities. Director may be employed by another company, may serve on other boards of directors or advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s obligations under this Agreement, any definitive agreement with the Company or Director’s fiduciary obligations to the Company’s shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action.

C. Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

D. No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by the Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company’s disinterested board members, without the approval of the Board of Directors.

E. Insider Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines as provided by the Company.

4

F. Remedies. The Director agrees that any breach of the terms of this Section 7 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 7.

G. Survival. The provisions of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 7.

8. Mutual Non-Disparagement. Director and the Company mutually agree to forbear from making, causing to be made, publishing, ratifying or endorsing any and all disparaging remarks, derogatory statements or comments made to any party with respect to either of them. Further, the parties hereto agree to forbear from making any public or non-confidential statement with respect to the any claim or complain against either party without the mutual consent of each of them, to be given in advance of any such statement.

9. Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.

10. Dispute Resolution

A. Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between Director and the Company (and their respective affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be brought in either the United States District Court for the State of Nevada or in a Nevada state court and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

B. Attorneys’ Fees. Should any litigation, arbitration, or other proceeding be commenced between the parties concerning the rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall be determined by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys’ fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys’ fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any judgment.

5

11. Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

12. Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

13. Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

14. Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

15. Cooperation. In the event of any claim or litigation against the Company and/or Director based upon any alleged conduct, acts or omissions of Director during the tenure of Director as an officer of the Company, whether known or unknown, threatened or not as of the time of this writing, the Company will cooperate with Director and provide to Director such information and documents as are necessary and reasonably requested by Director or his counsel, subject to restrictions imposed by federal or state securities laws or court order or injunction. The Company shall cooperate in all respects to ensure that Director has access all available insurance coverage and shall do nothing to damage Director’s status as an insured, and shall provide all necessary information for Director to make or tender any claim under applicable coverage.

16. Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended, or waived except by an instrument in writing duly signed by the party to be charged.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

18. Governing Law. This Agreement shall be governed by the law of the State of Nevada. In the event of any dispute regarding the performance or terms hereof, the prevailing party in any litigation shall be entitled to an award of reasonable attorneys’ fees and costs of suit, together with any other relief awarded hereunder or in accordance with governing law.

6

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.

THE HEALING COMPANY, INC.

Larson Elmore

Chief Executive Officer

DIRECTOR

Poonacha Machaiah

7

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Simon Belsham, certify that:

1.	I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of The Healing Company Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 22, 2022	/s/ Simon Belsham
	Simon Belsham Chief Executive Officer, President and Director (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Larson Lee Elmore, certify that:

1.	I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of The Healing Company Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 22, 2022	/s/ Larson Lee Elmore
	Larson Lee Elmore Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Simon Belsham, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Amendment No. 1 to the Quarterly Report on Form 10-Q/A of The Healing Company Inc. for the interim period ended September 30, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Healing Company Inc.

	The Healing Company Inc.
Dated: February 22, 2022		/s/ Simon Belsham
		Simon Belsham
		Chief Executive Officer, President and Director
		(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Healing Company Inc. and will be retained by The Healing Company Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Larson Elmore, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Amendment No. 1 to the Quarterly Report on Form 10-Q/A of The Healing Company Inc. for the interim period ended September 30, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Healing Company Inc.

	The Healing Company Inc.
Dated: February 22, 2022		/s/ Larson Elmore
		Larson Elmore
		Chief Financial Officer, Secretary, and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Healing Company Inc. and will be retained by The Healing Company Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Sep. 30, 2021	Feb. 18, 2022
Cover [Abstract]
Entity Registrant Name	THE HEALING COMPANY INC.
Entity Central Index Key	0001441082
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		44,000,000
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-152805
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	26-2862618
Entity Address Address Line 1	11th Floor
Entity Address Address Line 2	Ten Grand Street
Entity Address City Or Town	Brooklyn
Entity Address State Or Province	NY
Entity Address Postal Zip Code	11249
City Area Code	866
Amendment Description	The Healing Company Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate its financial statements as filed in its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”).
Local Phone Number	241-0670
Security 12b Title	Common Stock
Entity Interactive Data Current	Yes

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Jun. 30, 2021
Current Assets
Cash and cash equivalents	$ 0	$ 0
Total Current Assets	0	0
Total Assets	0	0
Current Liabilities
Accounts payable and accrued expenses	222,740	79,110
Accounts Payable and accrued expenses - related party	60,000	0
Advances Payable - related parties	595,760	203,615
Total Current Liabilities	878,500	282,725
Total Liabilities	878,500	282,725
Stockholders' Deficit
Common Shares - 300,000,000 authorized, $0.001 par value, 44,000,000 shares issued and outstanding	44,000	44,000
Additional Paid in Capital	0	0
Accumulated Deficit	(922,500)	(326,725)
Total Stockholders' Deficit	(878,500)	(282,725)
Total Liabilities and Stockholders' Deficit	$ 0	$ 0

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Jun. 30, 2021
Condensed Balance Sheets
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	44,000,000	44,000,000
Common stock, shares outstanding	44,000,000	44,000,000

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Condensed Statements of Operations (Unaudited)
Sales	$ 0	$ 0
Operating expenses
General and Administrative	6,136	2,512
Professional and Consulting fees	589,639	2,478
Total operating expenses	595,775	4,990
(Loss) from Operations before income taxes	(595,775)	(4,990)
Provisions for income taxes	0	0
Net (loss)	$ (595,775)	$ (4,990)
Basic and Diluted Loss Per Common Share	$ (0.01)	$ (0.00)
Weighted average number of common shares used in per share calculations	44,000,000	44,000,000

XML

Condensed Statements of Stockholders Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Jun. 30, 2020		44,000,000
Balance, amount at Jun. 30, 2020	$ (169,378)	$ 44,000	$ 0	$ (213,378)
Loss for the period	(4,990)	$ 0	0	(4,990)
Balance, shares at Sep. 30, 2020		44,000,000
Balance, amount at Sep. 30, 2020	(174,368)	$ 44,000	0	(218,368)
Balance, shares at Jun. 30, 2021		44,000,000
Balance, amount at Jun. 30, 2021	(282,725)	$ 44,000	0	(326,725)
Loss for the period	(595,775)	$ 0	0	(595,775)
Balance, shares at Sep. 30, 2021		44,000,000
Balance, amount at Sep. 30, 2021	$ (878,500)	$ 44,000	$ 0	$ (922,500)

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (595,775)	$ (4,990)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Accounts payable and accrued expenses	143,630	(5,532)
Accounts payable and accrued expenses - related party	60,000	10,000
Net Cash provided by (used in) operating activities	(392,145)	(522)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances payable - related parties	392,145	0
Cash provided by financing activities	392,145	0
INCREASE (DECREASE) IN CASH	0	(522)
CASH AT BEGINNING OF YEAR	0	1,347
CASH AT END OF PERIOD	0	825
Interest Paid	0	0
Taxes Paid	$ 0	$ 0

XML

DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2021

DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND HISTORY –

Historical Information

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

Commencing in February 22, 2010, our purpose has been to serve as a vehicle to acquire an operating business. As of the date of this report, we are currently considered a “shell” company in as much as we are not generating revenues and do not own an operating business.

Current Information         

During January 2021, our then sole officer and director, Mr. Jeffrey Taylor sold his 32,000,000 shares of common stock of the Company, representing 73% of the issued and outstanding shares, to certain third parties in a series of private  transactions for cash consideration of $300,000. Concurrently Mr. Taylor resigned all positions and Mr. Larson Elmore was appointed to fill ensuing vacancies.

In cooperation with the new majority shareholders, the Company determined to redefine its acquisition objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale. In that regard, management has identified various targets which are currently undergoing due diligence review.

On April 29, 2021, the sole director and our majority shareholder approved a name change of our Company from Lake Forest Minerals Inc. to The Healing Company Inc.

Concurrently the board and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Upon effectiveness of the forward split, our authorized capital will be 300,000,000 shares of common stock and our issued and outstanding shares of common stock will increase 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.

All adjustments necessary for fair statement of the results for the periods have been made and all adjustments are of a normal recurring nature.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three months ended September 30, 2021, should be read in conjunction with the financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the SEC.

USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.

REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

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.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

FINANCIAL INSTRUMENTS - The carrying 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.

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that they are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

GOING CONCERN

3 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. GOING CONCERN

NOTE 3- GOING CONCERN

The Company has incurred cumulative net losses of $922,500 for the period from June 23, 2008 (Date of Inception) through September 30, 2021 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of this filing. Management’s plans include seeking additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

XML

RESTATEMENT

3 Months Ended

Sep. 30, 2021

NOTE 4. RESTATEMENT

NOTE 4. RESTATEMENT

During the six months ended December 31, 2021 the Company made various additions to its managements team and retained various consultants to assists with the implementation of its new business focus. Subsequent to the issuance of the original financial reports for three month periods ended September 30, 2021 and 2020, the Company became aware there were a number of expenses, advances, invoices and agreements that included services rendered and expenses incurred during the quarter ended September 30, 2021 which were received subsequent to the publication date, and had not been reflected in the Company’s financial statements. The majority of these additional expenditures related to professional and consulting fees paid by way of advances from shareholders (see Note 5). Management reviewed the data and determined that by expenses incurred for services provided during the quarter ended September 30, 2021 were material and required a restatement of the September 30, 2021 financial statements in order to properly reflects the operations of the Company during the period covered by that report. As a result, the Company has restated its financial statements for the three months ended September 30, 2021 to reflect the addition of $572,448 to current period losses in order to record increases to general and administrative expenses of $1,526 and professional and consulting fees of $570,922.

The following tables summarize the effects of the adjustments described above.

Line items on the restated condensed financial statements of balance sheets and restated condensed statements of changes in stockholders’ equity:

	As at September 30, 2021			Adjustment			As at September 30, 2021 (restated)
Accounts payable and accrued expenses	$	78,124		$	144,616		$	222,740
Accounts payable and accrued expenses – related party		-			60,000			60,000
Advances payable/due to related parties	$	227,928		$	367,832		$	595,760
Total current liabilities	$	306,052		$	572,448		$	878,500
Total Liabilities	$	306,052		$	572,448		$	878,500
Accumulated deficit	$	(350,052	)	$	(572,448	)	$	(922,500	)
Total Liabilities and Stockholders Deficit	$	(306,052	)	$	(572,448	)	$	(878,500	)

Line items on the restated condensed statements of operations:

	Three Months ended September 30, 2021			Adjustment			Three Months ended September 30, 2021 (restated)
General and administrative	$	4,610		$	1,526		$	6,136
Professional and consulting fees	$	18,717		$	570,922		$	589,639
Total operating expenses	$	23,327		$	572,448		$	595,575
(Loss) from operations	$	(23,327	)	$	(572,448	)	$	(595,575	)
Net loss	$	(23,327	)	$	(572,448	)	$	(595,575	)

Line items on the restated condensed statements of cash flow:

	Three Months ended September 30, 2021			Adjustment			Three Months ended September 30, 2021 (restated)
Net loss	$	(23,327	)	$	(572,448	)	$	(595,775	)
Accounts payable and accrued expenses	$	(986	)	$	144,616		$	143,630
Accounts payable and accrued expenses, related party	$	-		$	60,000		$	60,000
Advances payable, related parties/due to related parties	$	24,313		$	367,832		$	392,145

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS (Restated, See Note 4) 

Astutia Venture Capital AG

As of January 2021, the Company had received a total of $173,616 in advances from its previous CEO, Mr. Jeffrey Taylor.  On January 25, 2021, all advances made by the previous CEO were assigned to AVCG for $10 as part of a transaction whereunder AVCG also acquired a portion of 32,000,000 shares sold in a series of private transactions by Mr. Taylor for cash proceeds of $300,000. Further, during the fiscal year ended June 30, 2021, the Company received a further $29,999 in unsecured advances from AVCG for operational expenses.

During the three months ended September 30, 2021, a minority shareholder of the Company reimbursed AVCG for advances paid, and as at September 30, 2021, the amount due and payable to AVCG totaled $173,616 which is reflected on the balance sheets of the Company as Advances Payable – related parties. The amount owing is unsecured, non-interest bearing, and due on demand.

Lee Larson Elmore

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 President and 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 July 1, 2021, Mr. Elmore invoiced the Company an additional $4,000 for services provided prior to his formal agreement.

During the six months ended September 30, 2021, Mr. Elmore was paid a total of $9,000 in fees, leaving a balance owing at September 30, 2021 to Mr. Elmore of $60,000 (September 30, 2020 – nil).

WAOW Advisory Group Gmbh

During the fiscal year ended June 30, 2021, WAOW Entrepreneurship Gmbh (“WAOWE”) acquired certain shares of the Company in a series of private transactions with AVCG and Mr. Jeffrey Taylor, our former officer and director. 

During the three months ended September 30, 2021, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $29,999 and advanced a further $392,146 to the Company. As at September 30, 2021, WAOW was owed a total of $422,145 which amount is reflected on the financial statements as Advances Payable – related parties.

XML

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2021

NOTE 6. COMMITMENTS AND CONTINGENCIES

NOTE 6 . COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

XML

STOCKHOLDERS DEFICIT

3 Months Ended

Sep. 30, 2021

STOCKHOLDERS DEFICIT

NOTE 7. STOCKHOLDER'S DEFICIT

NOTE 7. STOCKHOLDER DEFICIT

One April 29, 2021, the Company’s board of directors approved a forward stock split of authorized and issued and, outstanding shares of common stock on four (4) new shares for one (1) share held. Upon effectiveness of the forward split, the authorized shares increased to 300,000,000 shares of common stock and the issued and outstanding shares of common stock increased to 44,000,000 shares of common stock, all with a par value of $0.001.

The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 as such all capital transaction have been retroactively restated to show the effect of the stock split.

Common Stock

The Company did not issue any shares of common stock during the three months ended September 30, 2021.

As at September 30, 2021 and June 30, 2021, the Company has a total of 44,000,000 shares of common stock issued and outstanding.

XML

OTHER COMMITMENTS

3 Months Ended

Sep. 30, 2021

OTHER COMMITMENTS

NOTE 8. OTHER COMMITMENTS

NOTE 8. OTHER COMMITMENTS

On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, retroactive to January 1, 2021, Mr. Machaiah is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and shall be granted the right to purchase $37,500 worth of the Company’s common stock based on an exercise price per share equal to the fair market value of the Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s Equity Incentive Plan. The Company is currently in the process of completing the establishment of an equity incentive plan.

XML

SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2021

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three months ended September 30, 2021, should be read in conjunction with the financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the SEC.

USE OF ESTIMATES

USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

INCOME TAXES

INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.

REVENUE RECOGNITION

REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. 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.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS - The carrying 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.

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that they are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

RESTATEMENT (Tables)

3 Months Ended

Sep. 30, 2021

Schedule of restated condensed financial statements of balance sheets and condensed statements of changes in stockholders' equity

	As at September 30, 2021			Adjustment			As at September 30, 2021 (restated)
Accounts payable and accrued expenses	$	78,124		$	144,616		$	222,740
Accounts payable and accrued expenses – related party		-			60,000			60,000
Advances payable/due to related parties	$	227,928		$	367,832		$	595,760
Total current liabilities	$	306,052		$	572,448		$	878,500
Total Liabilities	$	306,052		$	572,448		$	878,500
Accumulated deficit	$	(350,052	)	$	(572,448	)	$	(922,500	)
Total Liabilities and Stockholders Deficit	$	(306,052	)	$	(572,448	)	$	(878,500	)

Schedule of restated condensed statements of operations

	Three Months ended September 30, 2021			Adjustment			Three Months ended September 30, 2021 (restated)
General and administrative	$	4,610		$	1,526		$	6,136
Professional and consulting fees	$	18,717		$	570,922		$	589,639
Total operating expenses	$	23,327		$	572,448		$	595,575
(Loss) from operations	$	(23,327	)	$	(572,448	)	$	(595,575	)
Net loss	$	(23,327	)	$	(572,448	)	$	(595,575	)

Schedule of restated condensed statements of cash flow

	Three Months ended September 30, 2021			Adjustment			Three Months ended September 30, 2021 (restated)
Net loss	$	(23,327	)	$	(572,448	)	$	(595,775	)
Accounts payable and accrued expenses	$	(986	)	$	144,616		$	143,630
Accounts payable and accrued expenses, related party	$	-		$	60,000		$	60,000
Advances payable, related parties/due to related parties	$	24,313		$	367,832		$	392,145

XML

DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Apr. 29, 2021	Jan. 31, 2021
Authorized capital Shares			300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	44,000,000	44,000,000
Common stock, shares outstanding	44,000,000	44,000,000
Issued and outstanding shares ownership percentage				73.00%
Astutia Venture Capital AG [Member]
Common stock, shares issued				32,000,000
Common stock, shares outstanding				32,000,000
Cash Consideration				$ 300,000
Common stock, shares issued and outstanding Acquistions				32,000,000

XML

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		159 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Net (loss)	$ (595,775)	$ (4,990)
Going Concern [Member]
Net (loss)			$ (922,500)

XML

RESTATEMENT (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Professional and Consulting fees	$ 589,639	$ 2,478
General and administrative expenses	6,136	$ 2,512
Adjustment [Member]
Professional and Consulting fees	570,922
General and administrative expenses	1,526
Total Comprehensive loss	$ (572,448)

XML

RESTATEMENT (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2020
Accounts payable and accrued expenses	$ 222,740	$ 79,110
Accounts Payable and accrued expenses - related party	60,000	0
Advances Payable - related parties	595,760	203,615
Total current liabilities	878,500	282,725
Total Liabilities	878,500	282,725
Accumulated Deficit	(922,500)	(326,725)
Total stockholders' deficit	(878,500)	$ (282,725)	$ (174,368)	$ (169,378)
Adjustment [Member]
Accounts payable and accrued expenses	144,616
Accounts Payable and accrued expenses - related party	60,000
Advances Payable - related parties	367,832
Total current liabilities	572,448
Total Liabilities	572,448
Accumulated Deficit	(572,448)
Total stockholders' deficit	(572,448)
Previously Reported [Member]
Accounts payable and accrued expenses	78,124
Accounts Payable and accrued expenses - related party	0
Advances Payable - related parties	227,928
Total current liabilities	306,052
Total Liabilities	306,052
Accumulated Deficit	(350,052)
Total stockholders' deficit	$ (306,052)

XML

RESTATEMENT (Details 1) - USD ($)	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
General and Administrative	$ 6,136	$ 2,512
Professional and Consulting fees	589,639	2,478
Total operating expenses	595,775	4,990
(Loss) from operations	(595,575)
Net (loss)	(595,775)	$ (4,990)
Adjustment [Member]
General and Administrative	1,526
Professional and Consulting fees	570,922
Total operating expenses	572,448
(Loss) from operations	(572,448)
Net (loss)	(572,448)
Previously Reported [Member]
General and Administrative	4,610
Professional and Consulting fees	18,717
Total operating expenses	23,327
(Loss) from operations	(23,327)
Net (loss)	$ (23,327)

XML

RESTATEMENT (Details 2) - USD ($)	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Net (loss)	$ (595,775)	$ (4,990)
Accounts payable and accrued expenses	143,630	(5,532)
Accounts payable and accrued expenses - related party	60,000	10,000
Advances payable - related parties	392,145	$ 0
Adjustment [Member]
Net (loss)	(572,448)
Accounts payable and accrued expenses	144,616
Accounts payable and accrued expenses - related party	60,000
Advances payable - related parties	367,832
Previously Reported [Member]
Net (loss)	(23,327)
Accounts payable and accrued expenses	(986)
Accounts payable and accrued expenses - related party	0
Advances payable - related parties	$ 24,313

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended	12 Months Ended
	May 01, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Oct. 01, 2021	Jan. 31, 2021	Jan. 25, 2021
Advance from related parties		$ 595,760		$ 595,760	$ 203,615
Due to related party		$ 392,145	$ 0
Common stock, shares issued		44,000,000		44,000,000	44,000,000
Common stock, shares outstanding		44,000,000		44,000,000	44,000,000
Astutia Venture Capital AG [Member]
Common sotck shares holding						14,676,192
Advance from related parties		$ 173,616		$ 173,616				$ 10
Due to related party					$ 29,999
Common stock shares transferred						17,323,808
Common stock, shares issued							32,000,000
Common stock, shares outstanding							32,000,000
Cash consideration							$ 300,000
WAOW Advisory Group Gmbh [Member]
Common sotck shares holding					2,000,000
Advance from related parties		$ 422,145		422,145	$ 392,146
Due to related party					29,999
Jeffrey Taylor [Member]
Advance from related parties					173,616
Lee Larson Elmore [Member]
Due to related party	$ 2,000			60,000	$ 0
Monthly fee	$ 1,000
Stock compensation	15,000
Share price per shares	$ 4.00
Cash consideration	$ 60,000
Accrued expenses	60,000
Fee				$ 9,000
Lee Larson Elmore [Member] | July 1, 2021 [Member]
Prior period adjustment	$ 4,000

XML

STOCKHOLDER DEFICIT (Details Narrative) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Apr. 29, 2021
Common stock, shares outstanding	44,000,000	44,000,000
Common stock, shares issued	44,000,000	44,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Financial Industry Regulatory Authority [Member]
Common stock, shares outstanding			44,000,000
Common stock, shares issued			44,000,000
Common stock, par value			$ 0.001
Common stock, shares authorized			300,000,000

XML

OTHER COMMITMENTS (Details Narrative)	3 Months Ended
	Sep. 30, 2021
OTHER COMMITMENTS
Other commitments, description	On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, retroactive to January 1, 2021, Mr. Machaiah is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and shall be granted the right to purchase $37,500 worth of the Company’s common stock based on an exercise price per share equal to the fair market value of the Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s Equity Incentive Plan.