UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended March 31, 2022

 

☐ 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 May 20, 2022, there were 44,004,920 shares of the registrant’s common stock issued and outstanding.

 

 

 

 

The Healing Company Inc.

TABLE OF CONTENTS

 

 

 

 

Page

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

3

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

25

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

25

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

26

 

 

 

 

 

 

Item 1A.

Risk Factors

 

26

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

26

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

26

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

26

 

 

 

 

 

 

Item 5.

Other Information

 

26

 

 

 

 

 

 

Item 6.

Exhibits

 

27

 

 

 

 

 

 

 

SIGNATURES

 

28

 

 

 
2

Table of Contents

  

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 
3

Table of Contents

 

Index to Condensed Consolidated Financial Statements

 

 

 

Page

 

 

 

 

 

Unaudited Condensed Consolidated Balance Sheets

 

F-2

 

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

 

F-3

 

Unaudited Condensed Consolidated Statement of Stockholders’ Equity (Deficiency)

 

F-4

 

Unaudited Condensed Consolidated Statements of Cash Flows

 

F-5

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

F-6 to F-14

 

 

 
F-1

Table of Contents

 

The Healing Company Inc.

Condensed Consolidated Balance Sheets

(Stated in U.S. Dollars)

(Unaudited)

 

 

 

March 31,

2022

 

 

June 30,

2021

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

 

224,873

 

 

 

-

 

Prepaid expenses

 

 

207,038

 

 

 

 

 

VAT receivable

 

 

24,554

 

 

 

 

 

Inventory

 

$7,935

 

 

$-

 

Total Current Assets

 

 

464,400

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

127,420

 

 

 

 

 

Total Assets

 

$591,820

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

260,464

 

 

 

79,110

 

Accounts payable – related party

 

 

9,060

 

 

 

-

 

Loan payable – related party

 

 

154,807

 

 

 

-

 

Advances Payable – related parties

 

 

608,908

 

 

 

203,615

 

Total Current Liabilities

 

 

1,033,239

 

 

 

282,725

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

$1,033,239

 

 

$282,725

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Preferred Shares – 10,000,000 authorized, $0.001 par value

 

 

 

 

 

 

 

 

Seed Preferred Shares, 5,000,000 designated, $0.001 par value, of which 825,000 and 0 are issued and outstanding as of March 31, 2022, and June 30, 2021 respectively

 

 

825

 

 

 

-

 

Common Shares – 290,000,000 authorized, $0.001 par value, 44,004,920 and 44,000,000 shares issued and outstanding as at March 31, 2022 and June 30, 2021, respectively

 

 

44,005

 

 

 

44,000

 

Additional Paid in Capital

 

 

1,659,010

 

 

 

-

 

Subscription receivable

 

 

(477)

 

 

 

 

Accumulated Deficit

 

 

(2,145,242)

 

 

(326,725)

Other Comprehensive Income

 

 

460

 

 

 

-

 

Total Stockholders’ Deficit

 

 

(441,419)

 

 

(282,725)

Total Liabilities and Stockholders’ Deficit

 

$591,820

 

 

$-

 

 

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

 

 
F-2

Table of Contents

 

The Healing Company Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Stated in U.S. Dollars)

(Unaudited)

 

 

 

Three months ended

March 31

 

 

Nine months ended

March 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

153,884

 

 

 

1,460

 

 

 

187,760

 

 

 

4,655

 

Professional and Consulting fees

 

 

410,512

 

 

 

2,350

 

 

 

1,301,914

 

 

 

7,178

 

Management fees                   

 

 

174,096

 

 

 

-

 

 

 

328,476

 

 

 

-

 

Total operating expenses

 

 

738,492

 

 

 

3,810

 

 

 

1,818,150

 

 

 

11,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations before income taxes

 

 

(738,492)

 

 

(3,810)

 

 

(1,818,150)

 

 

(11,833)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

 

(367)

 

 

-

 

 

 

(367)

 

 

-

 

Provisions for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total Other Expense

 

 

(367)

 

 

-

 

 

 

(367)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(738,859)

 

$(3,810)

 

$(1,818,517)

 

$(11,833)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

Foreign currency translation adjustment

 

 

460

 

 

 

-

 

 

 

460

 

 

 

 

 

Comprehensive loss

 

$(738,399)

 

$(3,810)

 

$(1,818,057)

 

$(11,833)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss Per Common Share

 

$(0.02)

 

$(0.00)

 

$(0.04)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used in per share calculations

 

 

44,001,312

 

 

 

44,000,000

 

 

 

44,000,431

 

 

 

44,000,000

 

 

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

 

 
F-3

Table of Contents

 

The Healing Company Inc.

Condensed Consolidated Statement of Stockholders’ Deficit

 (Stated in U.S. Dollars)

(Unaudited)

 

 

 

Seed Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Subscription

 

 

Other Comprehensive

 

 

Accumulated

 

 

 Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Receivable

 

 

Income

 

 

Deficit

 

 

(Deficit)

 

Balance June 30, 2021

 

 

-

 

 

$-

 

 

 

44,000,000

 

 

$44,000

 

 

$-

 

 

 

-

 

 

 

-

 

 

$(326,725)

 

$(282,725)

Loss- for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(595,775)

 

 

(595,775)

Balance September 30, 2021

 

 

-

 

 

$-

 

 

 

44,000,000

 

 

$44,000

 

 

$-

 

 

 

-

 

 

 

-

 

 

 

(922,500)

 

$(878,500)

Issuance of Seed Preferred Stock for cash

 

 

325,000

 

 

$325

 

 

 

 

 

 

 

 

 

 

 

649,675

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

650,000

 

Loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(483,883)

 

 

(483,883)

Balance December 31, 2021

 

 

325,000

 

 

$325

 

 

 

44,000,000

 

 

$44,000

 

 

$649,675

 

 

 

-

 

 

 

-

 

 

$(1,406,383)

 

 

(712,383)

Issuance of Seed Preferred Stock for cash

 

 

500,000

 

 

 

500

 

 

 

-

 

 

 

-

 

 

 

999,500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000,000

 

Issuance of common stock for cash

 

 

 

 

 

 

 

 

 

 

4,920

 

 

 

5

 

 

 

9,835

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,840

 

Loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

(738,859)

 

 

(738,859)

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

460

 

 

 

-

 

 

 

460

 

Subscription Receivable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(477)

 

 

-

 

 

 

-

 

 

 

(477)

Balance March 31, 2022

 

 

825,000

 

 

$825

 

 

 

44,004,920

 

 

$44,005

 

 

$1,659,010

 

 

 

(477)

 

 

460

 

 

$(2,145,242)

 

 

(441,419)

 

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Accumulated

 

 

 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)

Loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,033)

 

 

(3,033)

Balance December 31, 2020

 

 

44,000,000

 

 

$44,000

 

 

$-

 

 

$(219,401)

 

$(177,401)

Loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,810)

 

 

(3,810)

Balance March 31, 2021

 

 

44,000,000

 

 

$44,000

 

 

$-

 

 

$(223,211)

 

$(181,211)

 

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

 

 
F-4

Table of Contents

 

The Healing Company Inc.

Condensed Consolidated Statements of Cash Flows

 (Stated in U.S. Dollars)

(Unaudited)

 

 

 

For the nine months ended

March 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$(1,818,517)

 

$(11,833)

Adjustments to reconcile net (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Inventory

 

 

35

 

 

 

-

 

Prepaid expenses

 

 

(139,229)

 

 

-

 

Accounts payable related party

 

 

9,060

 

 

 

 

 

Accounts payable and accrued expenses

 

 

148,760

 

 

 

(5,725)

VAT receivable

 

 

(3,546)

 

 

-

 

Net Cash used in operating activities

 

 

(1,803,437)

 

 

(17,558)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Cash paid to purchase NOEO

 

 

(19,800)

 

 

-

 

Intangible assets

 

 

(8,318)

 

 

-

 

Cash used in financing activities

 

 

(28,118)

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from sale of shares

 

 

1,659,363

 

 

 

-

 

Advances payable – related parties

 

 

397,404

 

 

 

16,211

 

Cash provided by financing activities

 

 

2,056,767

 

 

 

16,211

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Effect on Cash

 

 

(339)

 

 

-

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

224,873

 

 

 

(1,347)

CASH AT BEGINNING OF YEAR

 

 

-

 

 

 

1,347

 

CASH AT END OF PERIOD

 

$224,873

 

 

$-

 

 

 

 

 

 

 

 

 

 

Interest Paid

 

$-

 

 

$-

 

Taxes Paid

 

$-

 

 

$-

 

 

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

 

 
F-5

Table of Contents

 

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

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) 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.

 

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.

 

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

 

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

  

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

 

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

 

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

 

On March 23, 2022, the Board of Directors appointed Kay Koplovitz to the Board of Directors and as Chairman of the Board effective April 1, 2022. 

 

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

 

 
F-6

Table of Contents

 

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

  

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 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 and nine months ended March 31, 2022, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission (“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 December 31, 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.

 

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

 

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

 

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.

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

FINANCIAL INSTRUMENTS – (continued)

 

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. The company 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.

 

REVENUE RECOGNITION - The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the three months ended March 31, 2022, the Company generated modest revenues from selling its wellness products direct to customers using its owned and operated eCommerce website. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer.  The Company evaluates returns from customers purchasing product using its eCommerce site on a case-by-case basis and generally will issue replacement product in the limited cases of product returns.  The Company has no policy requiring cash refunds. 

 

COST OF SALES - Cost of sales includes actual product cost, labor, if any, and direct overheard, which is applied on a per unit basis.

 

FOREIGN CURRENCY TRANSLATION - The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary, NOEO, is the Euro.

 

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

 

INVENTORY - Inventory consists of finished goods and totaled $7,935 and $0 at March 31, 2022 and December 31, 2021. The Company values inventory at the lower of cost or market value, with cost determined using First-In-First-Out Method.

 

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

INTANGIBLE ASSETS - The Company generally recognizes assets for brand recognition, trade secret product formulations, and intellectual property such as finite-lived trade names. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets. Amortization for trade names is recognized in sales and marketing expenses. In the three months ended March 31, 2022, the Company recorded assets acquired from the acquisition of NOEO of approximately $127,420 and expended a further $8,318 on trademark registration.  Intangible assets acquired with NOEO included intellectual property and trademarks, an ecommerce website and branding recognition.  The Company initially records acquired intangible assets at their estimated fair values and management reviews these assets periodically for impairment.

 

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

 

NOTE 3- GOING CONCERN

 

The Company has negative working capital of $568,839 as at March 31, 2022.  The Company has entered into private placement subscription agreements for an additional $8,350,000 of which the Company has collected $7,130,000 in May 2022, with the remaining $1,220,000 expected to be collected in full during the quarter ended June 30, 2022.   The Company has commenced limited operations and is conducting due diligence procedures on various potential acquisition targets.   Management believes the Company will have sufficient funds to continue operations within one year of the issuance date of this filing, however, there can be no assurance that the Company will receive all of the expected subscription funds or that the Company will be able to raise additional capital beyond the current cash on hand. 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 continuation of the Company as a going concern is also dependent upon the ability to attain profitable operations from the Company's future planned business operations. If the Company is unable to obtain adequate capital as needed, or conduct revenue generating operations, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

 

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

COVID-19 Pandemic

 

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

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 4 – ACQUISITION

 

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

 

The following table sets forth the net assets as of March 10, 2022:

 

 

 

March 10, 2022

 

 

 

 

 

Cash and cash equivalent

 

$8,490

 

Inventory

 

 

8,145

 

Prepaid expenses

 

 

69,153

 

Recoverable value added tax

 

 

21,507

 

Intangible assets

 

 

67,530

 

Accounts payable and accrued liabilities

 

 

(33,295)

Advances and accounts payable, related party

 

 

(8,065)

Loan payable, related party

 

 

(158,190)

Net assets 

 

 

(24,725)

 

 

 

 

 

Consideration: Cash purchase

 

 

28,290

 

 

 

 

 

 

Additions to intangible assets

 

$53,015

 

The purchase accounting for the acquisition of NOEO  remains incomplete with respect to opening intangible assets and recoverable taxes as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement period is not to exceed 12 months from the date of acquisition.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Astutia Venture Capital AG (“AVCG”)

 

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

 

During the nine months ended March 31, 2022, a minority shareholder of the Company reimbursed AVCG for advances paid in the amount of $29,999, leaving $173,616 due and payable to AVCG at March 31, 2022, 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.

 

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 nine months ended March 31, 2022, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $29,999 and advanced a further $401,091 to the Company, leaving a balance of $431,090 ($453,803 – December 31, 2021) due and payable.

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 5. RELATED PARTY TRANSACTIONS (continued)

 

WAOW Advisory Group Gmbh (cont’d)

 

On March 10, 2022 the Company acquired NOEO (See Note 3).  At the date of the acquisition, WAOW had outstanding loans with NOEO with a remaining principal balance of $154,807 (EUR139,793).  Terms of the loans require interest at rates of 2.5 and 5% per annum, with maturity dates December 31, 2022 and March 30, 2024, respectively.  Accrued and unpaid interest at March 31, 2022, totaled $4,060, which is reflected in accounts payable – related parties. .

 

Lee Larson Elmore, Secretary

 

Effective January 31, 2021, Mr. Jeffrey Taylor resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company and Mr. Lee Larson Elmore was appointed 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 the formal agreement of May 1, 2021. 

 

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

 

During the three and nine months ended March 31, 2022 and 2021, respectively, Mr. Elmore and his controlled company invoiced $15,000 and Nil and $33,000 and $62,000.  A total of $5,000 remained due and payable to Mr. Elmore at March 31, 2022.

 

Simon Belsham, CEO, President and Director

 

On November 27, 2021, the Company entered into a two-year employment agreement with Simon Belsham whereby Mr. Belsham was engaged by the Company to provide certain management services and to accept the appointment of Chief Executive Officer, President and Director immediately upon the Board making such appointment. The agreement provides for annual compensation of $400,000 in year one and $500,000 per annum in year two, a $75,000 signing bonus (which amount was paid during the six months ended December 31, 2021) and for the first calendar year completed during Mr. Belsham’s employment an annual bonus, with a maximum pay-out opportunity of one hundred thousand dollars ($100,000). During the second calendar year completed the annual bonus has a maximum pay-out opportunity of two hundred thousand dollars ($200,000). Further, under the terms of the employment agreement, within forty-five days of execution, Mr. Belsham is to be issued a total 1,250,000 shares of restricted common stock, subject to a restricted stock award agreement. As at the date of this report the Company and Mr. Belsham have not agreed on the effective grant date for the shares underlying the stock award, which shares have yet to be issued.  

 

Steven Bartlett, Director

 

On February 16, 2022, the Company entered into a Board of Directors Services Agreement with Steven Bartlett with a January 1, 2022 start date, whereby Mr. Bartlett will receive an annual fee of $37,500 payable in 12 monthly installments in arrears and will be granted an option to purchase 125,000 shares of the Company’s common stock at the fair market value 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.  During the quarter ended March 31, 2022 Mr. Bartlett was paid $9,375 under the terms of his contract.

 

Poonacha Machaiah, Director

 

On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, 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. During the quarter ended March 31, 2022, Mr. Machaiah was paid $9,375 under the terms of his contract.

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 5. RELATED PARTY TRANSACTIONS (continued)

 

Anabel Oelmann, Director

 

On March 10, 2022, the Company entered into and closed a share purchase agreement with Anabel Oelmann pursuant to which the company acquired 100% of the issued and outstanding capital stock of NOEO GmbH, a German company (“NOEO”), involved in direct-to-consumer brand focusing on adaptogenic herbs and currently focused on three key products which include joint, memory and digestive complexes derived from mushrooms, in exchange for cash consideration of EUR25,000 (USD$29,800).  Ms. Oelmann is a director of the Company and was the sole shareholder of NOEO.  See Note 3.

 

At March 31, 2022, Ms. Oelmann and one of her controlled corporate entities are owed advances totaling $4,202 by the Company’s wholly owned subsidiary, NOEO. 

 

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. STOCKHOLDERS’ 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.

 

On October 7, 2021, the Company amended its authorized capital to 290,000,000 common shares and 10,000,000 preferred shares of which 5,000,000 are designated as Seed Preferred Shares, each with a par value of $0.001 per share.

 

Common Stock

 

The Company did not issue any shares of common stock during the six months ended December 31, 2021.

 

On March 7, 2022, the Company issued 4,920 shares of our common stock subscribed for under definitive agreements with 41 non-U.S. persons in a private transaction (the “Transaction”). Under the terms of the Transaction, the company sold 4,920 Common Shares at $2.00 per share for aggregate proceeds of $9,840.  At  March 31, 2022, the Company was awaiting shortfall payments from two subscribers totaling $477, which amount is reflected on the balance sheets as Subscription Receivable.

 

As at March 31, 2021 and December 31, 2021, the Company has a total of 44,004,920 and 44,000,000 shares of common stock issued and outstanding, respectively.

 

Seed Preferred Stock

 

During the six months ended December 31, 2021, the company entered into definitive agreements with non-U.S. persons to issue a total of 5,000,000 shares of  Seed Preferred stock in private transactions (the “Transactions”). Under the terms of the Transactions, the company agreed to sell an aggregate of 5,000,000 Seed Preferred Shares at $2.00 per share for proceeds of $10,000,000. Prior to December 31, 2021, the Company received proceeds of $1,650,000 against the subscriptions and issued a total of 325,000 shares of Seed Preferred Stock.  The remaining 500,000 shares of Seed Preferred Stock were issued in the three months ended March 31, 2022.

 

At March 31, 2022 and December 31, 2021, the Company had a total of 825,000 and 325,000 shares of Seed Preferred Stock issued and outstanding, respectively

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 8.  OTHER COMMITMENTS

 

 

(a)

On November 15, 2021, with an effective date of November 27, 2021, the Company entered into an employment agreement with Kelly Zuar. Under the terms of the agreement, Ms. Zuar with fill the position of executive business partner, reporting to the Company’s CEO. The agreement provides for an annual salary of $105,000 and a stock option for the purchase 100,000 shares of common stock in accordance with the terms of the Company’s stock incentive plan, once in place. At March 31, 2022 the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options.

 

 

 

 

(b)

Effective December 28, 2021, the Company entered into a two year Board Advisory Agreement with Deepak Chopra LLC for services to the Advisory Board of the Company. As consideration, Deepak Chopra LLC will receive $12,500 for each fiscal quarter and shall be granted a total of 200,000 non-statutory stock options with an exercise price set to the most recent Fair Market Value (FMV) at the time of the effective date of this agreement. Such options shall have a term of 10 years, with 25% of such Options to be fully vested as of (6) months from the Effective Date of this Agreement and the remainder vesting in three (3) equal installments every six (6) months thereafter until all Options have vested on the second anniversary of the Effective Date. At March 31, 2022 the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options. Further under the agreement, the Company is to make an annual donation to The Chopra Foundation for Fifty Thousand Dollars ($50,000.00), with the first annual donation to be paid within thirty (30) days of the date of execution of the agreement.  The Company remitted the required donation in April 2022.

 

 

 

 

(c)

On January 1, 2022, the Company entered into an independent contractor agreement with KET Consulting LLC (“KET”) to provide various marketing services, brand and go-to-market strategy and other operational services at the direction of the Board and the CEO. The contract has an initial term of 18 months and is renewable by mutual consent for a further term.  Compensation is $240,000 per annum commencing January 1, 2022, payable monthly in arrears.  Further, under the agreement KET will be granted an option to purchase a total of 700,000 shares of the common stock of the Company to be granted under the Company’s Equity Incentive Plan, exercisable at $0.28 per share and vesting over a period of 48 months, with 25% to vest on January 1, 2023, and the remaining options shall vest monthly. At March 31, 2022 the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options.

 

 

 

 

(d)

On January 2, 2022, the Company entered into a 24 month services agreement with Flight Story Limited (“FSL”), whereby FSL will provide various services.   Under the terms of the agreement, FST will be paid fees based on projects totaling $180,000 per annum and will receive 675,000 stock options, exercisable at $0.28 per share upon execution of the contract with a further 1,500,000 stock options at $2.00 per share which shall vest, 25% upon completion of an up-round capital raise in 2022, 25% on share prices sustaining an average market capitalization above $200 million for 30 days, 25% on the Company being listed on NASDAQ and the final 25% upon share prices sustaining an average market capitalization above $400 million for 30 days The options will expire 5 years from an IPO being completed by the Company. At March 31, 2022, the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options.

 

 

 

 

(e)

On February 2, 2022, the Company entered into a non-binding letter of intent to provide a Credit Facility Term Sheet with i80 Group (“Group”)  whereby Group will provide credit facilities initially in an amount up to $75,000,000 with an option at Group’s discretion to provide a further $75,000,000 to a newly formed wholly-owned subsidiary to be incorporated by the Company.  A definitive agreement has not yet been concluded, however the initial review deposit of $50,000 has been remitted to the Group.

 

 

(f)

The Company entered into a letter agreement dated January 18, 2022with R Agency to provide public relations services.  Consideration for the services to be provided are $15,750 per month commencing at the date of execution of the letter agreement.  The agreement will expire on July 16, 2022, unless terminated earlier upon 60 days written notice. 

 

 
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The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2022

 

NOTE 8.  OTHER COMMITMENTS (continued)

 

 

(g)

On March 23, 2022, the Board of Directors approved a Board Service Agreement (the “Agreement”) and appointed Kay Koplovitz to the Board of Directors and as Chairman of the Board effective April 1, 2022.  Under the agreement to commence April 1, 2022, Ms. Koplovitz will be paid an annual fee of $50,000 for Director’s services (the “Director’s Fee”), which shall be payable quarterly, in arrears, as long as Director continues to fulfill her duties and provide the services. As further retainer payment for the Director’s provision of the services and subject to approval by the Board, the Company shall grant to Director options (the “Option”) to purchase two-hundred fifty thousand (250,000) shares of common stock. The Option and underlying shares shall be issued in accordance with the terms of the Company’s stock incentive plan and its standard director’s stock option agreement, which shall vest in accordance with the terms and conditions outlined in the plan and agreement. The Option shall be exercisable at the fair market value of the Common Stock as determined by the Company’s 2021 409A valuation ($0.28) and shall have a term of ten years. The shares underlying the Option (“Shares”) shall vest ratably over the two (2) year period commencing on the Effective Date of the Agreement (“Vesting Start Date”) as follows: 1/8th of the total shares shall vest each quarter, such that 100% of the Shares shall be vested as of the second anniversary of the Vesting Start Date, provided that Director is still a Director for the Company on each such vesting date. At March 31, 2022 the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options.

 

NOTE 9 - SUBSEQUENT EVENTS

 

Subsequent to March 31, 2022, the Company received cash proceeds of $7,130,000 from non-US persons in respect to its private offering of Seed Preferred Shares for the purchase of 3,565,000 shares of Seed Preferred stock.  The Private Offering of up to 5,000,000 Seed Preferred shares is fully subscribed, with $1,120,000 remaining proceeds expected to be received prior to the close of May 2022. 

 

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

 

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

 

This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you   can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors  including the risks set forth in the section entitled “Risk Factors” in our Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2022, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements

  

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

 

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

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the nine months ended March 31, 2022 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

 

The Company was 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.

 

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

 

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

 

 
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On October 7, 2021, our board of directors and major shareholder approved the adoption of our amended and restated bylaws, which have been updated in line with the changes to the Amended and Restated Articles of Incorporation and replace our prior bylaws in their entirety.

 

On October 8, 2021, the Company entered into share purchase agreements and share restriction agreements with investors and issued a first tranche of our Seed Preferred Shares, $0.001 par value per share (the “Seed Preferred Shares”), in a private placement, whereby the Company will sell a total of 5,000,000 shares of Seed Preferred Shares at $2.00 per share to raise $10,000,000 (the “Seed Preferred Offering”).   As of March 31, 2022, the Company has issued 825,000 Seed Preferred Shares under the Seed Preferred Offering. As of the date of this filing, the Seed Preferred Offering is fully subscribed, and the Company expects to close the Offering during the quarter ending June 30, 2022. Total proceeds received in respect of the offering subsequent to March 31, 2022 total $7,130,000, with the remaining $1,120,000 expected before the end of May, 2022.  Once the proceeds are received the Company will issue the remaining 4,175,000 Seed Preferred Shares to close the offering.

  

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

 

On March 10, 2022, the Company entered into and closed a share purchase agreement with Anabel Oelmann pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NOEO GmbH, a German company (“NOEO”), involved in direct-to-consumer brand focusing on adaptogenic herbs and currently focused on three key products which include joint, memory and digestive complexes derived from mushrooms, in exchange for cash consideration of EUR25,000 (USD$29,800).  Ms. Oelmann is a director of the Company and the sole shareholder of NOEO. On closing, NOEO became a wholly owned subsidiary of the Company, and the Company exited from shell status. The Company filed a Current Report on  Form 8-K with the SEC in respect of the transaction on March 15, 2022. 

 

On March 23, 2022, the Board of Directors appointed Kay Koplovitz to the Board of Directors and as Chairman of the Board effective April 1, 2022. 

 

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

 

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. As detailed above, the Company has completed its first acquisition in the wellness sector, NOEO and continues to identify additional acquisition targets.  The Company has expanded its management and board in the quarter ended March 31, 2022 with candidates experienced in our new area of operations and continues to review candidates for senior management and board positions that complement the Company’s entry into this section.

 

Plan of Operations

 

The Company is an emerging health and wellness company that has identified the need for a change to healthcare, where conventional medicine and alternative healing can both be drawn on to provide a world of integrated healing encompassing conventional medicine and alternative medicine. 

 

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.

 

In order to attain these goals during the period covered by this report, management entered into various contracts with employees and consultants all of whom have experience in marketing, wellness and health fields.  Further information on the new management retained can be found in this report under Other Information.

 

 
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Operations of NOEO

 

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

 

Our Products

 

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

 

Product Portfolio

 

The Company currently offers three products that have been strategically developed to fit with its objective of delivering wellness products that meet its customers’ demands for stringent quality and consistency. The Company currently markets its products under the NOEO trade name. The Company’s current product categories are human ingestible products. Our products are made with pharma grade materials and compounds to ensure the best quality for our customers. Our ingredients have been carefully selected with extensive research, effort, and lots of love. Our packaging is eco-friendly and biodegradable. 

 

Product Line

 

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

 

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

 

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

 

 
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Results of Operations

 

Three Months Ended March 31, 2022, compared to the three months ended March 31, 2021

 

Revenue

 

The Company did not record any revenue during the three months ended March 31, 2022 and 2021.

  

Operating Loss

 

The Company had an operating loss of $738,492 for the three-month period ended March 31, 2022, as compared to an operating loss for the period ended March 31, 2021, of $3,810. The substantial increase to our current period loss a direct result of an increase in operational expenses of $734,682, consisting of increases to general and administrative expenses of $152,424, professional and consulting fees of $408,162 and management fees of $174,096. These increased costs were a result of the Company’s decision to change its business direction and move to retain additional management and operational staff as well as legal and 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 March 31, 2022 and March 31, 2021.

 

Three Months ended March 31, 2022 and 2021

 

 

 

Three Months Ended

 

 

Change between the three-month periods ended

March 31, 2022,

 

 

 

March 31, 2022

 

 

March 31, 2021

 

 

and 2021

 

Net Revenue

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

$153,884

 

 

$1,460

 

 

$152,424

 

Professional and Consulting Fees

 

 

410,512

 

 

 

2,350

 

 

 

408,162

 

Management Fees

 

 

174,096

 

 

 

-

 

 

 

174,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

(738,492 )

 

 

(3,810 )

 

 

(734,682 )

Operating loss

 

$(738,492 )

 

$(3,810 )

 

$(734,682 )

  

 
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Nine  months ended March 31, 2022 and 2021

 

Revenue

 

The Company did not record any revenue during the nine months ended March 31, 2022 and 2021.

  

Operating Loss

 

The Company had an operating loss of $1,818,150 for the nine-month period ended March 31, 2022, as compared to an operating loss for the period ended March 31, 2021, of $11,833. The substantial increase to our current period loss a direct result of an increase in operational expenses of $1,806,267, consisting of increases to general and administrative expenses of $183,105, professional and consulting fees of $1,294,736 and management fees of $328,476. These increased costs were a result of the Company’s decision to change its business direction and move to retain additional management and operational staff as well as legal and 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 nine-month periods ended March 31, 2022 and March 31, 2021.

 

Nine Months ended March 31, 2022 and 2021

 

 

 

Nine Months Ended

 

 

Change between the Nine-month periods ended

March 31, 2022,

 

 

 

March 31, 2022

 

 

March 31, 2021

 

 

and 2021

 

Net Revenue

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

$187,760

 

 

$4,655

 

 

$183,105

 

Professional and Consulting Fees

 

 

1,301,914

 

 

 

7,178

 

 

 

1,294,736

 

Management Fees

 

 

328,476

 

 

 

-

 

 

 

328,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

(1,818,150 )

 

 

(11,883 )

 

 

(1,806,267 )

Operating loss

 

$(1,818,150 )

 

$(11,883 )

 

$(1,806,267 )

 

Statements of Cash Flows

 

March 31, 2022 and 2021

 

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

 

 

 

March 31, 2022

 

 

March 31, 2021

 

Net cash used in operating activities

 

$(1,803,437 )

 

$(17,558 )

Net cash used in investing activities

 

 

(28,118 )

 

 

-

 

Net cash provided by financing activities

 

 

2,056,767

 

 

 

16,211

 

Foreign Exchange Rate effect on cash

 

 

(339 )

 

 

-

 

Increase (decrease) in cash

 

 

224,873

 

 

 

(1,347 )

Cash end of period

 

$224,873

 

 

$-

 

 

Cash Used in Operating Activities

 

Net Cash used in operating activities for the nine months ended March 31, 2022 was $1,803,437 as compared to $17,558 of cash used by operating activities in the nine months ended March 31, 2021.

 

Changes in operating activities in the nine months ended March 31, 2022, include an increase in accounts payable and accrued expenses of $148,760, an increase to related party payables of $9,060, a decrease to inventory of $35, an increase to prepaid expenses of $139,229, and an increase to VAT tax receivable of $3,546, offset by our net loss of $1,818,517. Changes in operating activities in the nine months ended March 31, 2021, included a decrease in accounts payable and accrued expenses of $5,725 combined with a net loss of $11,833 for total cash used in operating activities of $17,558.

  

 
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Cash provided by Investing Activities

 

During the nine months ended March 31, 2022, investing activities used net cash of $28,118 including cash paid to acquire our wholly owned subsidiary, NOEO of $19,800 and certain intangible assets of $8,318.  There were no investing activities in the comparative three-month period ended March 31, 2021.

 

Cash Provided by Financing Activities

 

During the nine months ended March 31, 2022, financing activities provided net cash of $2,056,767, which was comprised of proceeds from private placement share subscriptions of $1,659,363 and proceeds from related party advances of $397,404.   During the nine months ended March 31, 2021, financing activities provided cash of $16,211 from advances by related parties.

 

Liquidity and Capital Resources

 

Our balance sheet as of March 31, 2022, reflects current assets of $464,400, consisting of $224,873 cash on hand, prepaid expenses of $207,038, VAT tax receivable of $24,554 and inventory of $7,935. We had a working capital deficit of $568,839 (June 30, 2021 - $282,725) and have reported accumulated losses to date of $2,145,242. We have unfunded subscriptions totaling $1,220,000 at the date of this report, having received additional funding subsequent to March 31, 2022 of $7,130,000 with respect to our offering of Seed Preferred Shares and expect to receive those funds in the quarter ended June 30, 2022. The Company believes that upon receipt of the subscription proceeds there will be sufficient working capital to enable the Company to carry out its stated plan of operation for the next twelve months.

  

The Company had been a shell with no operations until the quarter ended September 30, 2021, when management determined to pursue business opportunities in the health and wellness sector and commenced operations by retaining qualified additional management to assist in identifying potential acquisitions. The Company is currently in the start-up phase and has generated minimal revenues from operations to date. There can be no assurance that the Company will be able to identify and acquire revenue generating operations to fulfil the planned business objectives. In January 2021, the Company underwent a change in control with the sale of the majority shareholdings by our then current CEO and the resignation and appointment of the sole officer and director. With the change in control management and the majority shareholder determined to enter into the health and wellness sector and commenced the search for qualified officers, directors and management to guide the proposed growth of the Company. Operating capital was advanced by related party and third-party stockholders for operations which allowed the Company to effect certain changes to its authorized capital effecting a forward split of the then issued and outstanding shares of the Company and designating a series of Seed Preferred Stock. The Company undertook an offering of its Seed Preferred Stock to raise a total of $10,000,000 at a price of $2.00 per share. As of March 31, 2022, the Company was fully subscribed under the Seed Preferred offering and had received subscription funds totaling $8,780,000.

  

During the period covered by this report the Company entered into various consulting and employment agreements with management, consultants, advisory board members and members of our Board of Directors.   In January 2022 our then CEO, President and Director, Lee Larson Elmore resigned those positions and continued to serve as Secretary and Treasurer of the Company and Mr. Simon Belsham was appointed as CEO, President and Director.   Further the Company appointed three new members to the Board of Directors in January 2022, and in March 2022 appointed a further director and Chairman of the Board.  All of the new appointees have experience that will assist the Company in achieving its proposed business objectives.   The issuance of additional securities may result in significant dilution in the equity interests of our current stockholders. During March 2022, the Company completed the acquisition of its first operating entity, NOEO, for cash consideration of EUR$25,000. The Company is currently reviewing a number of additional business acquisitions and expects to enter into further acquisition agreements prior to the fiscal year ending June 30, 2022.  There can be no assurance that the Company will be successful in concluding any proposed acquisitions.  There is no assurance that the funds still due under the accepted subscription agreements will be received or that the Company will be able to obtain further funds required for our proposed operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.

 

 
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COVID-19 Pandemic

 

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

 

Going Concern

 

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has negative working capital of $568,839 at March 31, 2022.  The Company has entered into private placement subscription agreements for an additional $8,350,000 of which the Company has collected $7,130,000 in May 2022, with the remaining $1,220,000 expected to be collected in full during the quarter ended June 30, 2022.   The Company has commenced limited operations and is conducting due diligence procedures on various potential acquisition targets.   Management believes the Company will have sufficient funds to continue operations within one year of the issuance date of this filing, however, there can be no assurance that the Company will receive all of the expected subscription funds or that the Company will be able to raise additional capital beyond the current cash on hand. 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 continuation of the Company as a going concern is also dependent upon the ability to attain profitable operations from the Company's future planned business operations. If the Company is unable to obtain adequate capital as needed, or conduct revenue generating operations, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

 

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

Off Balance Sheet Arrangements

 

The Company currently has 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. 

 

REVENUE RECOGNITION - The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the three months ended March 31, 2022, the Company generated modest revenues from selling its wellness products direct to customers using its owned and operated eCommerce website. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer.  The Company evaluates returns from customers purchasing product using its eCommerce site on a case-by-case basis and generally will issue replacement product in the limited cases of product returns.  The Company has no policy requiring cash refunds. 

 

 
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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

 

The Company is 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 March 31, 2022, 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.

 

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 have engaged additional management and outside accounting consultants with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP.   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.

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management of the Company knows of no material, existing or pending legal proceedings against the 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. Please refer to the disclosure contained in “Risk Factors” in our Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2022.

   

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

 

On March 7, 2022, the Company issued 4,920 shares of our common stock subscribed for under definitive agreements with 41 non-U.S. persons in a private transaction (the “Transaction”). Under the terms of the Transaction, we sold 4,920 Common Shares at $2.00 per share for aggregate proceeds of $9,840.  At March 31, 2022, the Company was awaiting shortfall payments from two subscribers totaling $477, which amount is reflected on the balance sheets as Subscription Receivable.

 

Prior to December 31, 2022, the Company announced a private offering of Preferred Seed Shares for non-US investors, whereunder we agreed to sell an aggregate of 5,000,000 Seed Preferred Shares at $2.00 per share for proceeds of $10,000,000.  Prior to December 31, 2021, the Company received proceeds of $1,000,000 against the subscription of 500,000 shares of Seed Preferred Stock from a single non-US investor.  The 500,000 shares of Seed Preferred Stock were issued in the three months ended March 31, 2022.

 

Subsequent to March 31, 2022, the Company received cash proceeds of $7,130,000 from non-US persons in respect to its private offering of Seed Preferred Shares for the purchase of 3,565,000 shares of Seed Preferred stock.  The Private Offering of up to 5,000,000 Seed Preferred shares is fully subscribed, with $1,120,000 remaining proceeds expected to be received prior to the close of May 2022. 

 

Other than as described above, 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

 

On March 23, 2022, the Board of Directors approved a Board Service Agreement (the “Agreement”) and appointed Kay Koplovitz to the Board of Directors and as Chairman of the Board effective April 1, 2022.  Under the agreement to commence April 1, 2022, Ms. Koplovitz will be paid an annual fee of $50,000 for Director’s services (the “Director’s Fee”), which shall be payable quarterly, in arrears, as long as Director continues to fulfil her duties and provide the services. As further retainer payment for the Director’s provision of the services and subject to approval by the Board, the Company shall grant to Director options (the “Option”) to purchase two-hundred fifty thousand (250,000) shares of common stock. The Option and underlying shares shall be issued in accordance with the terms of the Company’s stock incentive plan and its standard director’s stock option agreement, which shall vest in accordance with the terms and conditions outlined in the plan and agreement. The Option shall be exercisable at the fair market value of the Common Stock as determined by the Company’s 2021 409A valuation ($0.28) and shall have a term of ten years. The shares underlying the Option (“Shares”) shall vest ratably over the two (2) year period commencing on the Effective Date of the Agreement (“Vesting Start Date”) as follows: 1/8th of the total shares shall vest each quarter, such that 100% of the Shares shall be vested as of the second anniversary of the Vesting Start Date, provided that Director is still a Director for the Company on each such vesting date.

 

 
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Kay Koplovitz, Chairman of the Board, Director

 

Kay Koplovitz is co-Founder & Chairman of Springboard Enterprises, a non-profit 501(c)3 accelerator that has trained nearly 900 women-led entrepreneurs of technology and life sciences companies to raise capital. In 2014, Ms. Koplovitz co-founded the New York Fashion Tech Lab bringing promising technology companies in collaboration with the fashion and consumer retail industry.  Ms. Koplovitz is the founder and former CEO of USA Networks, the SyFy Channel (formerly Sci-Fi), today a multi-billion-dollar cable television network under NBCU. She ran the network for 21 years before stepping down in 1998, at which time  the network was sold for $4.5 billion. As founder of USA Networks, Kay is the visionary who created the business model for cable networks by introducing the concept of two revenue streams: licensing and advertising.  Ms. Koplovitz currently serves on the Boards of Athena Consumer Acquisition Corp SPAC (ACAQ) and private company Veniam. Kay previously served on corporate and private boards of Athena Technology Acquisition Corp SPAC, ION Media Networks, CA Technologies, Time Inc, Kate Spade (formerly Liz Claiborne), Oracle, Instinet, Nabisco, and General RE.

 

Kay also serves on the Advisory Council to Accenture’s Black Founders Development Fund. She has been a long-term trustee for The International Tennis Hall of Fame and The Paley Center for Media (currently emeritus).

 

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 dated May 1, 2021, (incorporated by reference to our Quarterly Report on Form 10 Q/A filed on February 22, 2022).

10.2

 

Board of Directors Services Agreement between the Company and Poonacha Machaiah, dated July 16, 2021, (incorporated by reference to our Quarterly Report on Form 10 Q/A filed on February 22, 2022).

10.3

 

Engagement Agreement between the Company and Administrative Services LLC dated November 1, 2021, (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.4

 

Employment Agreement between the Company and Kelly Zuar dated November 15, 2021, (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.5

 

Employment Agreement between the Company and Simon Belsham dated November 27, 2021, (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

 10.6

 

Board of Directors Advisor Agreement between the Company and Deepak Chopra LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.7

 

Independent Contractor Agreement between the Company and KET Consulting LLC dated January 1, 2022, (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.8

 

Services Agreement between the Company and Flight Story Limited dated January 10, 2022, (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.10

 

Services Agreement between the Company and R Agency dated February 7, 2022, (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.11

 

Board of Directors Services Agreement between the Company and Steven Bartlett (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2022)

10.12

 

Purchase and Transfer Agreement between the Company and Anabel Oelmann dated March 10, 2022(incorporated by reference to our Current Report on Form 8-K filed on March 15, 2022).

10.13

 

Form of Subscription agreement (incorporated by reference to our Current Report on Form 8-K filed on March 15, 2022)

10.14

 

Board Service Agreement between the Company and Kay Koplovitz, 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

 

 
27

Table of Contents

 

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: May 25, 2022

By:

/s/ Simon Belsham

 

 

 

Simon Belsham

 

 

 

Chief Executive Officer (Principal Executive Officer)

 

 

 

 

 

Date: May 25, 2022

By:

/s/ Lee Larson Elmore

 

 

 

Lee Larson Elmore

 

 

 

Principal Financial and Accounting Officer

 

 

 
28

 

EXHIBIT 10.14

 

 

THE HEALING COMPANY, INC.

BOARD OF DIRECTORS SERVICES AGREEMENT

 

This Board of Directors Services Agreement (the “Agreement”), dated April 1, 2022 (the “Effective Date”), is entered into between The Healing Company, Inc., a Nevada corporation (the “Company), and Kay Koplovitz, an individual with a principal place of residence in New York, NY (“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 and a Non-Executive Chair 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 as a Non-Executive Chair beginning on April 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 two-year term on the Board shall be subject to any necessary approval by the Company’s stockholders. Director shall, for so long as she 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, potential mergers and acquisitions, meeting with key executives and other engage in any activities 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 she 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.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
1

 

 

Director hereby agrees to use her 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. Non-Employee. The Director’s status during the Directorship Term (as defined below) shall not be that of an employee. 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. Retainer. As payment for the services provided herein, the Company shall pay to Director an annual fee of $50,000.00 for the Director’s services (the “Director’s Fee”), which shall be payable quarterly, in arrears, as long as Director continues to fulfill her duties and provide the services set forth above. As further retainer payment 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 two-hundred fifty thousand (250,000) share options. The options and shares shall be issued in accordance with the terms of the Company’s stock incentive plan and its standard employee stock option agreement, which shall vest in accordance with the terms and conditions outlined in the plan and agreement, and otherwise as described in this Agreement. The Option shall be exercisable at the fair market value of the Common Stock as determined by the Company’s 2021 409A valuation ($0.28) and shall have a term of ten years. The shares subject to the Option (“Shares”) shall vest ratably over the two (2) year period commencing on the Effective Date of this Agreement (“Vesting Start Date”) as follows: 1/8th of the total shares shall vest each quarter, such that 100% of the Shares shall be vested as of the second anniversary of the Vesting Start Date, provided that Director is still a Director for the Company on each such vesting date. The shares shall be issued pursuant to the terms 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 she 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 retainer under this Agreement are contingent upon Director’s acceptance and agreement to the Governing Documents.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
2

 

 

4. Benefits and Expenses. The Company shall reimburse Director for reasonable out-of-pocket expenses incurred in connection with discharging her 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 two years hence or the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from her 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.

 

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 her 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 her position as Director. Director agrees that following any termination of this Agreement, she 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 her execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that she 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.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
3

 

 

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 her 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 her 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 her defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company. The Director may maintain information required for tax reporting purposes and have access to company files for the same if required.

 

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 her 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.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
4

 

 

C. Non-Solicitation. During the Directorship Term and for a period of two (2) 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 contractual and strategic relationship with the Company.

 

D. No Conflict. 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 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.

 

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.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
5

 

 

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 her 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.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
6

 

 

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 her 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.

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
7

 

 

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.

 

[Signatures on following page]

 

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 her hand, on the day and year first above written.

 

 

THE HEALING COMPANY, INC.

 

 

 

 

 

 

 

Simon Belsham

 

 

Chief Executive Officer

 

 

 

 

 

DIRECTOR/CHAIR

 

 

 

 

 

 

 

Kay Koplovitz

 

 

11th Floor, Ten Grand Street, Brooklyn, NY 11249

www.healingcompany.com

 
8

 

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 Quarterly Report on Form 10-Q 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: May 25, 2022

 

/s/ Simon Belsham

 

 

 

Simon Belsham

Chief Executive Officer, President and Director (Principal Executive Officer)

 

 

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 Quarterly Report on Form 10-Q 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: May 25, 2022

 

/s/ Larson Lee Elmore

 

 

 

Larson Lee Elmore

Chief Financial Officer, Secretary and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

 

 

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)

the Quarterly Report on Form 10-Q of The Healing Company Inc. for the interim period ended March 31, 2022 (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: May 25, 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.

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)

 the Quarterly Report on Form 10-Q of The Healing Company Inc. for the interim period ended March 31, 2022 (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: May 25, 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.