COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 14. 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.

Commitments

The following is a summary of the Company’s significant commitments.

(a) Effective December 28, 2021, the Company entered into a two-year Board Advisory Agreement with Deepak Chopra LLC for services as an advisory to the Company. As consideration, Deepak Chopra LLC will receive $13 for each fiscal quarter. Additionally, the Advisor has been granted 200,000 Non Statutory Stock options with a term of 10 years which vest as to 25% each 6 months over two years for exercise at $0.001 per share.  Further under the agreement, the Company is to make an annual donation to The Chopra Foundation for $50, with the first annual donation to be paid within thirty days of the date of execution of the agreement. The Company remitted the required donation in April 2022. During the three months ended September 30, 2023, the Company recorded $94 as stock-based compensation in respect to the granted options.

(b)	On January 1, 2022, the Company entered into an independent contractor agreement with KET Consulting LLC (“KET”) to provide various marketing services, brand and go-to-market strategy and other operational services at the direction of the Board and the CEO. The contract had an initial term of 18 months and was renewable by mutual consent for a further term until the contract was terminated on November 13, 2023. Compensation was $240 per annum commencing January 1, 2022, payable monthly in arrears. Additionally, the Advisor has been granted 1,000,000 Non-Statutory Stock options with a term of 10 years which vest as to 25% on the one-year anniversary of January 1, 2022 and 1/36 each month thereafter, at an exercise at $0.001 per share.
(c)	On August 1, 2022, the Company entered into a Consulting Agreement with RayRos Holdings LLC for an initial term of three months, which was automatically renewed through the termination date of November 13, 2023, at a rate of $5 per month for marketing strategy and assessment and partnership development services focused on the wellness and healing sector. In addition, the Company granted a non-statutory stock option to purchase 100,000 shares of common stock, exercisable at $0.001 per share to the founder, Mr. John Hoekman, which options vest quarterly as to 25% each quarter from grant date, August 1, 2022. For the three months ended September 30, 2023, the Company recorded stock-based compensation of $47.
(d)	On September 1, 2022, the Company entered into a consulting agreement with Lee Forster for an initial term of 24 months, with automatic successive renewals unless otherwise terminated 30 days prior to the end of the current term, whereunder Mr. Forster shall act as an advisor to the Company on financing and fundraising efforts, growth opportunities, endorsements and other corporate strategy at a rate of $3 per month. In addition, the Company granted a non-statutory stock option to purchase 125,000 shares of common stock, exercisable at $0.001 per share to Mr. Forster, which options vest over a two-year period following the Vesting Start Date with 12.5% of the Option Shares vesting on each three-month anniversary of the Vesting Start Date. For the three months ended September 30, 2023, the Company recorded $58 as stock based compensation in respect to the aforementioned agreement.

(e)

On February 14, 2023, the Company entered into a services agreement with Peter Kash.  Under the terms of the agreement, Mr. Kash will be employed as an independent contractor in order identify growth opportunities, among other services.  The agreement has a term of two (2) years, unless earlier terminated, and provides for compensation in the form of stock options, which options shall be granted upon mutual agreement of the exercise price.  Under the terms of the option agreement Mr. Kash will be granted a total of 75,000 incentive stock options, vesting as to 1/8 each quarter from grant date. In addition, Mr. Kash shall be entitled to certain additional compensation up to an additional 225,000 stock options for each qualifying entity acquired by the Company.  At September 30, 2023, the Company and Mr. Kash have not yet determined an agreeable exercise price for the aforementioned options.

(f)

On February 14, 2023, the Company entered into a services agreement with Dr. Linda Friedland.  Under the terms of the agreement, Dr. Friedland will be employed as an independent contractor in order identify growth opportunities, among other services.  The agreement has a term of two (2) years, unless earlier terminated, and provides for compensation in the form of stock options, which options shall be granted upon mutual agreement of the exercise price.  Under the terms of the option agreement Dr. Friedland will be granted a total of 75,000 incentive stock options, vesting as to 1/8 each quarter from grant date. In addition, Dr. Friedland shall be entitled to certain additional compensation up to an additional 225,000 stock options for each qualifying entity acquired by the Company.  At September 30, 2023, the Company and Dr. Friedland have not yet determined an agreeable exercise price for the aforementioned options.

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