ACQUISITION

3 Months Ended

Sep. 30, 2022

ACQUISITION

ACQUISITION

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 on acquisition date:

	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 was concluded as of June 30, 2022. On June 30, 2022, the impairment tests carried out by management indicated that certain intangible assets including trademarks, trade names, brand recognition and ecommerce websites were impaired, and the Company recorded a loss on impairment of $138,366 (ref: Note 5).