UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Amendment No. 1
For the quarterly period ended
For the transition period from __________ to __________
(Commission File Number)
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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(
(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 |
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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.
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).
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 | ☐ |
☒ | Smaller reporting company | ||
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| 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
As of February 18, 2022, there were
EXPLANATORY NOTE
The Healing Company Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate its financial statements as filed in its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”).
Background of Restatement
The Company has had recent additions to management and in the preparation of the financial statements for the six month period ended December 31, 2021, management discovered that there were a number of expenses, advances, invoices and agreements that included services rendered and expenses incurred during the quarter ended September 30, 2021 that were received after the publication of the Original Quarterly Report. Upon receipt, management reviewed the data and has determined that the expenses incurred for services provided during the quarter ended September 30, 2021 were material and required a restatement of the September 30, 2021 financial statements in order to properly reflect the operations of the Company during the period covered by that report.
As a result, the Company’s management is Amending the Original Quarterly Report in its entirety in this Amendment No. 1 on Form 10-Q for the three months ended September 30, 2021. The restatement results in a change to the previously reported results for each of the Balance Sheet, Statement of Operations, Statement of Stockholders’ Deficit and Statement of Cash flows for the three months ended September 30, 2021. Further the Company has revised and restated certain of the notes to the financial statements in order to reflect these amendments. Please refer to Note 4 of the unaudited financial statements appended hereto for the specific line items of the restatement with respect to our financial schedules.
The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Amendment No. 1 to quarterly report on Form 10-Q/A, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon.
Internal Control Considerations
In connection with the restatement, management together with the Company’s recently engaged compliance consultant has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors and events described above, and the filing of the Form 10-Q, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A.
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The Healing Company Inc.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE HEALING COMPANY INC.
CONDENSED FINANCIAL STATEMENTS
For the Three Months ended September 30, 2021 (Restated) and 2020
(Unaudited)
Prepared by Management
(Stated in US Dollars)
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| Table of Contents |
Index to Financial Statements
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Unaudited Condensed Statement of Stockholders’ Equity (Deficiency) |
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| Table of Contents |
The Healing Company Inc.
Condensed Balance Sheets
(Stated in U.S. Dollars)
(Unaudited)
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Total Current Assets |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Accounts Payable and accrued expenses – related party |
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Advances Payable – related parties |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders’ Deficit |
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Common Shares – |
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Additional Paid in Capital |
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Accumulated Deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders' Deficit |
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The accompanying notes are an integral part of these unaudited condensed financial statements
| F-2 |
| Table of Contents |
The Healing Company Inc.
Condensed Statements of Operations
(Stated in U.S. Dollars)
(Unaudited)
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Sales |
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Operating expenses |
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General and Administrative |
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Professional and Consulting fees |
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Total operating expenses |
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(Loss) from Operations before income taxes |
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Provisions for income taxes |
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Net (loss) |
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Basic and Diluted Loss Per Common Share |
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Weighted average number of common shares used in per share calculations |
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The accompanying notes are an integral part of these unaudited condensed financial statements
| F-3 |
| Table of Contents |
The Healing Company Inc.
Condensed Statement of Stockholders’ Deficit
(Stated in U.S. Dollars)
(Unaudited)
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Balance June 30, 2021 |
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Loss for the period, as restated |
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Balance September 30, 2021, as restated |
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Balance June 30, 2020 |
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Loss for the period |
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Balance, September 30, 2020 |
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The accompanying notes are an integral part of these unaudited condensed financial statements
| F-4 |
| Table of Contents |
The Healing Company Inc.
Condensed Statements of Cash Flows
(Stated in U.S. Dollars)
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net (loss) |
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Adjustments to reconcile net (loss) to net cash used in operating activities: |
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Accounts payable and accrued expenses – related party |
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Net Cash provided by (used in) operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Cash provided by financing activities |
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INCREASE (DECREASE) IN CASH |
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CASH AT BEGINNING OF YEAR |
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CASH AT END OF PERIOD |
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Interest Paid |
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Taxes Paid |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-5 |
| Table of Contents |
The Healing Company Inc.
Notes to the Unaudited Condensed Financial Statements
September 30, 2021
NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND HISTORY –
Historical Information
The Healing Company Inc. (formerly Lake Forest Minerals Inc.), a Nevada corporation, (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on June 23, 2008. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties of merit.
Commencing in February 22, 2010, our purpose has been to serve as a vehicle to acquire an operating business. As of the date of this report, we are currently considered a “shell” company in as much as we are not generating revenues and do not own an operating business.
Current Information
During January 2021, our then sole officer and director, Mr. Jeffrey Taylor sold his
In cooperation with the new majority shareholders, the Company determined to redefine its acquisition objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale. In that regard, management has identified various targets which are currently undergoing due diligence review.
On April 29, 2021, the sole director and our majority shareholder approved a name change of our Company from Lake Forest Minerals Inc. to The Healing Company Inc.
Concurrently the board and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Upon effectiveness of the forward split, our authorized capital will be
All adjustments necessary for fair statement of the results for the periods have been made and all adjustments are of a normal recurring nature.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three months ended September 30, 2021, should be read in conjunction with the financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the SEC.
USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| F-6 |
| Table of Contents |
The Healing Company Inc.
Notes to the Unaudited Condensed Financial Statements
September 30, 2021
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.
REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.
NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
FINANCIAL INSTRUMENTS - The carrying amounts of the company's financial instruments including accounts payable and due from related parties approximate fair value due to the relative short period for maturity these instruments.
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
| F-7 |
| Table of Contents |
The Healing Company Inc.
Notes to the Unaudited Condensed Financial Statements
September 30, 2021
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
FINANCIAL INSTRUMENTS – Continued
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of Accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that they are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3- GOING CONCERN
The Company has incurred cumulative net losses of $
The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
COVID-19 Pandemic
In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.
NOTE 4. RESTATEMENT
During the six months ended December 31, 2021 the Company made various additions to its managements team and retained various consultants to assists with the implementation of its new business focus. Subsequent to the issuance of the original financial reports for three month periods ended September 30, 2021 and 2020, the Company became aware there were a number of expenses, advances, invoices and agreements that included services rendered and expenses incurred during the quarter ended September 30, 2021 which were received subsequent to the publication date, and had not been reflected in the Company’s financial statements. The majority of these additional expenditures related to professional and consulting fees paid by way of advances from shareholders (see Note 5). Management reviewed the data and determined that by expenses incurred for services provided during the quarter ended September 30, 2021 were material and required a restatement of the September 30, 2021 financial statements in order to properly reflects the operations of the Company during the period covered by that report. As a result, the Company has restated its financial statements for the three months ended September 30, 2021 to reflect the addition of $
The following tables summarize the effects of the adjustments described above.
| F-8 |
| Table of Contents |
The Healing Company Inc.
Notes to the Unaudited Condensed Financial Statements
September 30, 2021
NOTE 4. RESTATEMENT (Continued)
Line items on the restated condensed financial statements of balance sheets and restated condensed statements of changes in stockholders’ equity:
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Accounts payable and accrued expenses |
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Accounts payable and accrued expenses – related party |
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Advances payable/due to related parties |
| $ |
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Total current liabilities |
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Total Liabilities |
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Accumulated deficit |
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Total Liabilities and Stockholders Deficit |
| $ | ( | ) |
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| $ | ( | ) |
Line items on the restated condensed statements of operations:
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| Three Months ended September 30, 2021 |
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General and administrative |
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Professional and consulting fees |
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Total operating expenses |
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(Loss) from operations |
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Net loss |
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Line items on the restated condensed statements of cash flow:
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Net loss |
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Accounts payable and accrued expenses |
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Accounts payable and accrued expenses, related party |
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Advances payable, related parties/due to related parties |
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| F-9 |
| Table of Contents |
The Healing Company Inc.
Notes to the Unaudited Condensed Financial Statements
September 30, 2021
Astutia Venture Capital AG
As of January 2021, the Company had received a total of $
During the three months ended September 30, 2021, a minority shareholder of the Company reimbursed AVCG for advances paid, and as at September 30, 2021, the amount due and payable to AVCG totaled $
Lee Larson Elmore
Effective January 31, 2021, Mr. Jeffrey Taylor resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company and Mr. Lee Larson Elmore was appointed President and sole director
On May 1, 2021, Mr. Elmore entered into an agreement with the Company for a six month term ending October 31, 2021 for a monthly fee of $
On July 1, 2021, Mr. Elmore invoiced the Company an additional $
During the six months ended September 30, 2021, Mr. Elmore was paid a total of $
WAOW Advisory Group Gmbh
During the fiscal year ended June 30, 2021, WAOW Entrepreneurship Gmbh (“WAOWE”) acquired certain shares of the Company in a series of private transactions with AVCG and Mr. Jeffrey Taylor, our former officer and director.
During the three months ended September 30, 2021, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $
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.
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
The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 as such all capital transaction have been retroactively restated to show the effect of the stock split.
| F-10 |
| Table of Contents |
The Healing Company Inc.
Notes to the Unaudited Condensed Financial Statements
September 30, 2021
NOTE 7. STOCKHOLDER DEFICIT (Continued)
Common Stock
The Company did not issue any shares of common stock during the three months ended September 30, 2021.
As at September 30, 2021 and June 30, 2021, the Company has a total of
The Company’s management has reviewed all material subsequent events through the date these financial statements were originally issued in accordance with ASC 855-10.
| F-11 |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean The Healing Company Inc., a Nevada company, unless otherwise indicated.
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements for the three months ended September 30, 2021 and the notes thereto appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended June 30, 2021, as filed with the SEC on Form 10-K on October 14, 2021.
General Overview
We were incorporated as Lake Forest Minerals Inc. in the State of Nevada on June 23, 2008.
During April 2021, our board of directors and major shareholder approved a name change of our company from Lake Forest Minerals Inc. to The Healing Company Inc. Concurrently, the board of directors and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Certificate of Amendment to effect the forward split and the change of name was filed with the Nevada Secretary of State on April 29, 2021. The name change and forward split were reviewed and approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 at which time our authorized capital increased to 300,000,000 shares of common stock and our issued and outstanding shares of common stock increased from 11,000,000 to 44,000,000 shares of common stock, all with a par value of $0.001.
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Our Current Business
Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e., a merger) with a corporation, partnership, limited liability company or other operating business entity (a “Merger Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements.
Our ability to commence any operations is contingent upon obtaining adequate financial resources. We are currently considered a “shell” company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees that are not officers or directors of the Company, and no material assets.
We currently have no definitive agreements or understandings with any prospective business combination candidates and there are no assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of our securities. In this most recently quarter ended September 30, 2021 the Company has determined to seek projects in the health and wellness sector and has engaged certain professional consultants, including legal counsel, to assist in our plans for future development.
We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to affect a business combination with a target business which we believe has significant growth potential. While we may, under certain circumstances, seek to effect business combinations with more than one target business, unless additional financing is obtained, we will not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations.
A common reason for a target company to enter into a merger with a shell company is the desire to establish a public trading market for its shares. Such a company would hope to avoid the perceived adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various federal and state securities law that regulate initial public offerings.
The prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses.
In evaluating a prospective target business, we will consider several factors, including the following: experience and skill of management and availability of additional personnel of the target business; costs associated with effecting the business combination; equity interest retained by our stockholders in the merged entity; growth potential of the target business; capital requirements of the target business; capital available to the target business; stage of development of the target business; proprietary features and degree of intellectual property or other protection of the target business; the financial statements of the target business; and the regulatory environment in which the target business operates.
The foregoing criteria are not intended to be exhaustive and any evaluation relating to the merits of a particular target business will be based, to the extent relevant, on the above factors, as well as other considerations we deem relevant.
In connection with our evaluation of a prospective target business, we anticipate that we will conduct a due diligence review which will encompass, among other things, meeting with incumbent management as well as a review of financial, legal and other information. The time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate the business combination (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time.
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Currently our sole officer and director i devotes only a very small portion of his time to our affairs, and, accordingly, the consummation of a business combination may require a longer time than if he devoted his full time to our affairs. However, he will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or are engaged in active negotiation of a business combination.
We are currently in the process of identifying prospective target businesses as we work with recently retained consultants across the wellness sector. However, various impediments to a business combination may arise during the due diligence process, including but not limited to appraisal rights afforded the stockholders of a target business under the laws of its state of organization. This may prove to be deterrent to a particular combination.
With the support of our major shareholder, the Company is currently redefining and narrowly tailoring its corporate objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale.
Plan of Operations
We are an emerging health and wellness company that has identified the need for a change to healthcare, where conventional medicine and alternative healing can both be drawn on to provide a world of integrated healing encompassing conventional medicine and alternative medicine.
Our intent is to build a community of integrated healing brands by identifying and acquiring early stage, high potential brands within selected wellness categories. Our plan is to build individual market impact through enhanced branding, a credible narrative, social conversation and improved accessibility by positioning all portfolio brands with a larger “healing community” of brands thus building exponential market impact.
Results of Operations
Three Months Ended September 30, 2021, compared to the three months ended September 30, 2020
We had a net loss of $595,775 for the three month period ended September 30, 2021, as compared to a net loss for the period ended September 30, 2020, of $4,990. The substantial increase to our current period loss a direct result of an increase in operational expenses of $590,785, consisting of increases to general and administrative expenses of $3,624 and professional and consulting fees of $587,161. These increased costs were a result of the Company’s decision to change its business direction and move to retain consultants and legal as well as accounting staff to support its planned growth in the health and wellness sector.
The following table summarizes key items of comparison and their related increase for the three month periods ended September 30, 2021 and 2020.
Three Months ended September 30, 2021, and 2020
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| Three Months Ended |
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| Change between the three month periods ended |
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| September 30, 2021 |
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| September 30, 2020 | September 30, and 2020 |
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General and Administrative |
| $ | 6,136 |
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| $ | 2,512 |
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| $ | 3,624 |
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Professional and Consulting Fees |
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| 589,639 |
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|
| 2,478 |
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| 587,161 |
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|
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Net loss |
| $ | (595,775 | ) |
| $ | (4,990 | ) |
| $ | 590,785 |
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The substantial increase in operating expenses during the current period primarily relates to consulting fees and management services incurred during the quarter as the Company completes its plan for the acquisition of a series of target businesses operating in the wellness sector.
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We have not earned any revenues since inception. Management expects revenues to commence prior to June 30, 2022, through the acquisition of operating businesses and is currently completing due diligence reviews of various target acquisitions.
Statements of Cash Flows
September 30, 2021 and 2020
The following table summarizes our cash flows for the period presented:
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| September 30, 2021 |
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| September 30, 2020 |
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Net cash (used in) operating activities |
| $ | (392,145 | ) |
| $ | (522 | ) |
Net cash provided by financing activities |
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| 392,145 |
|
|
| - |
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Decrease in cash |
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| - |
|
|
| (522 | ) |
Cash end of period |
| $ | - |
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| $ | 825 |
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Cash Used in Operating Activities
Net Cash used in operating activities for the three months ended September 30, 2021 was $392,145 as compared to $522 of cash used in operating activities in the three months ended September 30, 2020.
Changes in operating activities in the three months ended September 30, 2021 include an increase in accounts payable and accrued expenses of $143,630 and an increase to related party payables of 60,000 offset by our net loss of $595,775. Cash used in the three months ended September 30, 2020 includes a decrease to accounts payable of $5,532 and an increase to accounts payable, related party of $10,000, offset by our net loss of $4,990.
Cash Provided by Financing Activities
During the three months ended September 30, 2021, financing activities provided net cash of $392,145 in the form of advances from our majority shareholder to settle operating expenses.
During the three months ended September 30, 2020, the Company did not have any cash provided by financing activities.
Liquidity and Capital Resources
We have no cash as at September 30, 2021 and a working capital deficit of $878,500 (June 30 2021 - $282,725) and have reported accumulated losses to date of $922,500. We anticipate generating losses and, therefore, may be unable to continue operations further in the future. We have to date been funded by our directors and officers and a majority stockholder. There can be no assurance that funding will continue.
Going Concern
The Company has incurred net losses of $922,500 for the period from June 23, 2008 (Date of Inception) through September 30, 2021 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of this filing. Management’s plans include seeking additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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COVID-19 Pandemic
In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.
Future Financings
We anticipate that we will rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We currently have no other arrangement as a source for future financings. While this arrangement should enable us to continue with our current business plan, it is possible that unforeseeable market fluctuations in the price of the Company’s common stock could periodically render future sales of the Company’s stock under the terms of the agreement undesirable, hence affecting our ability to continue financing utilizing that instrument.
Off Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company and are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of September 30, 2021, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Our internal controls and procedures are not effective for the following reasons: (i) there has been an inadequate segregation of duties consistent with control objectives as management was comprised of only one person, who is the Company’s principal executive officer and principal financial officer and, (ii) the Company currently has no formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
In order to mitigate the foregoing material weakness, we intend to engage additional management and outside accounting consultants with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. Further, it is the intent of management to establish an audit committee compliant with the regulations to ensure adequate board oversight going forward. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.
We are currently hiring additional staff to provide greater segregation of duties. Management will continue to assess this matter to determine whether improvement in segregation of duty is adequately established. In addition, we have expanded our board to include independent members and may add additional independent directors, if and when deemed necessary.
Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
The Company is a smaller reporting company and is not required to provide this information.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
Exhibit Number |
| Exhibit |
(3) |
| Articles of Incorporation and Bylaws |
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(10) |
| Material Contracts |
| Engagement Agreement between the Company and Lee Larson Elmore data May 1, 2021, filed herewith. | |
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(31) |
| Rule 13a-14(a)/15d-14(a) Certifications |
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(32) |
| Section 1350 Certifications |
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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 |
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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. |
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Date: February 22, 2022 | By: | /s/ Simon Belsham |
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| Simon Belsham |
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| Chief Executive Officer (Principal Executive Officer) |
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Date: February 22, 2022 | By: | /s/ Lee Larson Elmore |
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| Lee Larson Elmore |
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| Principal Financial and Accounting Officer |
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