Cover [Abstract]
Entity Registrant Name
Entity Central Index Key
Document Type
Amendment Flag
Current Fiscal Year End Date
Entity Small Business
Entity Shell Company
Entity Emerging Growth Company
Entity Current Reporting Status
Document Period End Date
Entity Filer Category
Document Fiscal Period Focus
Document Fiscal Year Focus
Entity Common Stock Shares Outstanding
Document Quarterly Report
Document Transition Report
Entity File Number
Entity Incorporation State Country Code
Entity Tax Identification Number
Entity Address Address Line 1
Entity Address Address Line 2
Entity Address City Or Town
Entity Address State Or Province
Entity Address Postal Zip Code
City Area Code
Local Phone Number
Entity Interactive Data Current
Condensed Consolidated Balance Sheets
ASSETS
Current Assets
Cash and cash equivalents
Prepaid expenses
Other asset
Total Current Assets
[Assets, Current]
Intangible assets
Total Assets
[Assets]
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses
Accounts payable - related party
Loan payable - related party
Advances payable - related parties
Other current liability
Total Current Liabilities
[Liabilities, Current]
Total Liabilities
[Liabilities]
Stockholders' Equity
Preferred Shares - 10,000,000 authorized, $0.001 par value Seed Preferred Shares, 7,800,000 designated, $0.001 par value, of which 4,660,000 are issued and outstanding as of September 30, 2022 and June 30, 2022, respectively
Common Shares - 290,000,000 authorized, $0.001 par value, 47,704,920 and 44,004,920 shares issued and outstanding as at September 30, 2022 and June 30, 2022, respectively
Additional Paid in Capital
Deferred compensation
[Deferred Compensation Liability, Current and Noncurrent]
Accumulated Deficit
Other Comprehensive Income
Total Stockholders' Equity
[Stockholders' Equity Attributable to Parent]
Total Liabilities and Stockholders' Equity
[Liabilities and Equity]
Preferred stock, shares authorized
Preferred Stock designated Shares
Preferred stock, par value
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized
Common stock, par value
Common stock, shares issued
Common stock, shares outstanding
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenues
Operating expenses
General and Administrative (includes stock-based compensation of $1,828,424 for the three months ended September 30, 2022)
Professional and consulting fees
Management fees
Total operating expenses
[Operating Expenses]
Loss from Operations
[Operating Income (Loss)]
Other Expense
Interest expense
[Interest Expense]
Total Other Expense
[Nonoperating Income (Expense)]
Provision for income taxes
Net loss
[Net Income (Loss) Attributable to Parent]
Other comprehensive loss
Foreign currency translation adjustment
[Foreign currency translation adjustment]
Comprehensive loss
[Other Comprehensive Income (Loss), before Tax]
Basic and Diluted Loss Per Common Share
Weighted average number of common shares used in per share calculations
Condensed Consolidated Statement of Stockholders Equity (Deficit) (Unaudited)
Statement [Table]
Statement [Line Items]
Equity Components [Axis]
Common Stock [Member]
Additional Paid-In Capital [Member]
Seed Preferred Stock [Member]
Deferred Compensation [Member]
Accumulated Deficit [Member]
Other Comprehensive Income [Member]
Balance, shares
[Shares, Issued]
Balance, amount
Loss- for the period
Issuance of stock awards, shares
Issuance of stock awards, amount
Stock based compensation - stock awards
Stock based compensation - stock options
Warrants issued as financing cost
Foreign Currency Translation
Balance, shares
Balance, amount
Condensed Consolidated Statements of Cash Flows (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
[Net Income (Loss), Including Portion Attributable to Noncontrolling Interest]
Adjustments to reconcile net (loss) to net cash used in operating activities:
Stock based compensation
Warrants issued as financing costs
Changes in operating assets and liabilities
Prepaid expenses
[Increase (Decrease) in Prepaid Expense]
Accounts payable and accrued expenses related party
Accounts payable and accrued expenses
[Increase (Decrease) in Accounts Payable and Accrued Liabilities]
Other current liability
[Increase (Decrease) in Other Current Liabilities]
Net Cash used in operating activities
[Net Cash Provided by (Used in) Operating Activities]
CASH FLOWS FROM INVESTING ACTIVITIES
Other assets
[Payments to Acquire Other Productive Assets]
Refund on trademark registration
Cash used in investing activities
[Net Cash Provided by (Used in) Investing Activities]
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances payable - related parties
[Proceeds from Related Party Debt]
Cash provided by financing activities
[Net Cash Provided by (Used in) Financing Activities]
Foreign Exchange Effect on Cash
[Foreign Currency Transaction Gain (Loss), before Tax]
INCREASE (DECREASE) IN CASH
[Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect]
CASH AT BEGINNING OF YEAR
[Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents]
CASH AT END OF PERIOD
Interest Paid
Taxes Paid
Noncash investing and financing activities:
Warrants issued as financing costs
[Warrants issued as financing costs]
Common stock awards issued as deferred compensation
DESCRIPTION OF BUSINESS AND HISTORY
DESCRIPTION OF BUSINESS AND HISTORY
Business Description and Basis of Presentation [Text Block]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies [Text Block]
GOING CONCERN
GOING CONCERN
Substantial Doubt about Going Concern [Text Block]
ACQUISITION
ACQUISITION
Asset Acquisition [Text Block]
INTANGIBLE ASSETS
INTANGIBLE ASSETS
Intangible Assets Disclosure [Text Block]
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
Related Party Transactions Disclosure [Text Block]
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Commitments and Contingencies Disclosure [Text Block]
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION
[STOCK BASED COMPENSATION]
WARRANTS
WARRANTS
[WARRANTS]
COMMITMENTS
COMMITMENTS
Commitments Disclosure [Text Block]
LOAN PURCHASE AND SALE AGREEMENT
LOAN PURCHASE AND SALE AGREEMENT
[LOAN PURCHASE AND SALE AGREEMENT]
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Subsequent Events [Text Block]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
BASIS OF PRESENTATION
USE OF ESTIMATES
INCOME TAXES
PRINCIPALS OF CONSOLIDATION
NET LOSS PER COMMON SHARE
STOCK-BASED COMPENSATION
CASH AND CASH EQUIVALENTS
FINANCIAL INSTRUMENT
REVENUE RECOGNITION
FOREIGN CURRENCY TRANSLATION
INVENTORY
INTANGIBLE ASSETS
Intangible Assets, Finite-Lived, Policy [Policy Text Block]
RECENT ACCOUNTING PRONOUNCEMENTS
Schdule of potentially dilutive securities
ACQUISITION (Tables)
Schedule Of ACQUISITION
Schedule of intangible assets
Schdule of granted Stock options and Stock awards
Schedule of stock award activites
Schedule of Warrant to purchase Seed Preferred Stock transactions
Schdule of Warrants to purchase Common Stock
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
Title of Individual [Axis]
Related Party [Axis]
Award Date [Axis]
Business Acquisition [Axis]
The Healing Company Inc [Member]
Director And Major Shareholder [Member]
On October 7, 2021 [Member]
NOEO GmbH [Member]
Anabel Olemann, Director [Member]
Astutia Venture Capital AG [Member]
On July 8, 2022 [Member]
Preferred stock, shares authorized
[Preferred stock, shares authorized]
Preferred stock, shares authorized
Preferred stock, shares authorized increase
Common stock, shares authorized
Common stock, shares issued
Common stock par value
Common stock, shares outstanding
Preferred Stock designated Shares
Preferred stock, par value
Cash consideration
Ownership percentage acquisred
Cash Consideration
Sale of stock
Sale of stock represent in percetage
Exercise
Credit facility
Credit facility increased
Vested warrants
Cash payment
Warrant to purchase
Warrant to purchase description
Seed Preferred stock (Convertible to Common stock 1:1)
Seed Preferred warrants (Convertible to Common stock 1:1)
Common stock warrants
Stock options
Total
[Total]
Impaired on hand inventory
Assets acquired
Intangible assets
[Intangible assets]
Trademark application
Trademark registration assets
Impairment of intangible assets
Federal Deposit Insurance Corporation ("FDIC")
Excess of insured limit
GOING CONCERN (Details Narrative)
Sale of seed preferred stock per share
[Sale of seed preferred stock per share]
Working capital
Subscription agreements amount
Subscription agreement received
Sale of seed preferred stock
Proceeds from preferred stock
Subscription agreement remaining amount
Sale of seed preferred stock per share
Aggregate principal amount of term loan commitments
ACQUISITION (Details)
NOEO GmbH [Member]
Cash and cash equivalent
Inventory
Prepaid expenses
[Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets]
Recoverable value added tax
Intangible assets
[Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets]
Accounts payable and accrued liabilities
Advances and accounts payable, related party
Loan payable, related party
Net assets
Consideration: Cash purchase
Additions to intangible assets
Ownership percentage acquisred
Impairment of intangible assets
Cash consideration
INTANGIBLE ASSETS (Details)
Intangible assets acquired from NOEO, March 10, 2022
Tradenames and other intangibles
Impact of foreign exchange
Impairment of intangible assets, NOEO
[Impairment of intangible assets, NOEO]
Total, June 30, 2022
Abandoned Trademark application
[Abandoned Trademark application]
Toatl intangible assets
Repurchase Agreements and Similar Transactions, Maturity Periods [Axis]
Related Party Transaction [Axis]
Simon Belsham, CEO, President And Director [Member]
Steven Bartlett, Director [Member]
Poonacha Machaiah, Director [Member]
Jeffrey Taylor [Member]
Lee Larson Elmore [Member]
W A O W Advisory Group Gmbh [Member]
Maturity One [Member]
NOEO [Member]
Amit Kapur, CFO [Member]
Kay Koplovitz, Chairperson of the Board [Member]
Advances payable
Stock-based compensation expense
Annual compensation one and two year
Annual compensation year three
Signing bonus
Bonus year one
Bonus year two
Reimbursement of expenses
Shares acquired
Excercise price per share
Vested stock awards
Restricted share issued
Award vests on the one-year anniversary
Restricted stock award agreement
Accrued amount
Annual fee
Shares vested as second anniversary of the Vesting Start Date
Vested stock options
Option to purchase share common shares
Exercise price per share
Expense
Shares issued of restricted common stock
Non statutory stock options
Further Vested stock options
FSL paid for service rendered
Marketing service rendered
Option Shares vesting
Accounts payable, related parties, accrued
Accounts payable, related parties, in respect to expense reimbursements
Ownership interest acquired
Cash consideration
Due to related party
Payment made
Due to related party
Common stock, shares outstanding
Payment made to related party
Invoiced rate
Cash Consideration
[Cash Consideration]
Invoiced amount
Monthly fee
Stock compensation
Share price per shares
Accrued expenses
Additional proceeds from related party
Accrued and unpaid interest
Proceeds from subscription receivable
Cash proceeds from aforementioned subscription
Shares issued of seed preferred stock
Remaining subscribed seed preferred stock shares
Purchase aggreement of unregistered shares of Seed Preferred stock
Unregistered shares of Seed Preferred stock par value
Interest rate
Maturity date
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative)
Plan Name [Axis]
Seed Preferred Stock 1 [Member]
Definitive Agreements with 41 Non-U.S. Persons [Member]
Financial Industry Regulatory Authority [Member]
Preferred stock, shares authorized
stock awards
Preferred stock, shares authorized increase
Share sold
Share sold value
Common stock, shares issued
Common stock, par value
Common stock, shares authorized
Preferred Stock designated Shares
Preferred stock, par value
Description of share holders rights and powers
Preferred stock, shares issued
Preferred stock, shares outstanding
Preferred stock, shares authorized
Sale of stock
Proceeds from sale of preferred stock
Preferred stock subscription received
Seed preferred stock issued
STOCK BASED COMPENSATION (Details)
Award Type [Axis]
Financial Instrument [Axis]
Stock Award #7 [Member]
Stock Option #10 [Member]
Stock Option #11 [Member]
Stock Award #1 [Member]
Stock Option #1 [Member]
Stock Award #2 [Member]
Stock Award #3 [Member]
Stock Award #4 [Member]
Stock Award #5 [Member]
Stock Award #6 [Member]
Stock Option #2 [Member]
Stock Option #3 [Member]
Stock Option #4 [Member]
Stock Option #5 [Member]
Stock Option #6 [Member]
Stock Option #7 [Member]
Stock Option #8 [Member]
Stock Option #9 [Member]
Number of shares
Number of Stock Award
Role
Exercise Price
Vesting start date
Term
Number of shares
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number]
Nonvested, Beginning Balance
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares]
Nonvested, Forfeited
Nonvested, Granted
Nonvested, Vested
Nonvested, Ending Balance
Nonvested, Weighted Average Grant Date Fair Value Per Share, Begginning Balance
[Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price]
Nonvested, Weighted Average Grant Date Fair Value Per Share, Granted
Nonvested, Weighted Average Grant Date Fair Value Per Share, Vested
Nonvested, Weighted Average Grant Date Fair Value Per Share, Forfeited
Nonvested, Weighted Average Grant Date Fair Value Per Share, Ending Balance
Nonvested, Weighted Average Remaining Recgnition Period (Years). Granted
Nonvested, Weighted Average Remaining Recgnition Period (Years)
Outstanding, Beginning Balance
Cancelled
Granted
Exercised
Outstanding, Ending Balance
Options exercisable
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number]
Weighted Average Exercise Price, Beginning Balance
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Ending Balance
Weighted Average Exercise Price, Exercisable
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price]
Weighted Average Remaining Term in Years. Granted
Weighted Average Remaining Term in Years. Outstanding
Weighted Average Remaining Term in Years. Exercisable
Aggregate Intrinsic Value, Outstanding
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value]
Aggregate Intrinsic Value, Exercisable
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value]
Scenario [Axis]
Vesting [Axis]
Restricted Stock [Member]
Upon Achieving First Target [Member]
First Three Months Anniversary [Member]
Second Three Months Anniversary [Member]
Three Months Anniversary [Member]
Four Three Months Anniversary [Member]
Vested Award [Member]
Dividend yield
Option shares
Services Agreement shares
common stock on sustained market capitalization
Assuming average daily trading volume
Sustained market capitalization
Vesting Percentage
Stock-based compensation expenses
Unamortized compensation expense
Risk-free interest rate
Expected term Minimum
Expected term Maximum
Expected volatility
Weighted average period
Vesting Period
Shares vested upon issuance of option
Additional shares vested upon achieving certain revenue
Achieved revenue
Additional Shares
vesting upon achieving
Revenue and an additional Shares
vesting upon achieving revenue
Warrants Member
Number of share warrants issued
Warrants expired
Weighted Average Exercise Price, Warrants issued
Weighted Average Exercise Price, Warrants expired
Weighted Average Remaining Term in Years, Warrants issued
Weighted Average Remaining Term in Years. Outstanding
Number
Exercise price
Expiry Date
Warrants to purchase Common Stock
Nonvested, Beginning Balance
[Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number]
Granted
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures]
Vested
Forfeited
Nonvested, Ending Balance
Weighted Average Exercise Price, Granted
Weighted Average Remaining Term in Years. Outstanding
[Weighted Average Remaining Term in Years. Outstanding]
Range [Axis]
Warrants to purchase Common Stock 1
MinimumMember
Maximum Member
Total warrants value
Warrants description
Restricted shares
Expected term
Dividend yield
Exercise price
[Exercise price]
Risk-free interest rate
[Risk-free interest rate]
Warrants issued
Exercise price
[Exercise price 1]
Risk-free interest rate
[Risk-free interest rate 1]
Volatility
Dividend yield
[Dividend yield]
Financing costs
COMMITMENTS (Details Narrative)
KET Consulting LLC [Member]
Equity Incentive Plan [Member]
Kelly Zuar [Member]
Mint Performance Marketing [Member]
Deepak Chopra LLC [Member]
R Agency [Member]
Market Hire LLC [Member]
Ray Ros Holding LLC [Member]
HLCO Borrower [Member]
Lee Forester [Member]
Annual compensation
Marketing strategy and assessment rate per month
Excercise price
Options vested quarter
Non statutory stock options issued
Stock based compensation expense
Minimum principal amount
Interest rate
[Interest rate]
Compnay credit facility description
Upfront fee paid
Quarterly fee
Minimum funding drawn
Finance cost
Preferred stock issue
Advisory rate per month
Exercisable price, per share
Vesting term
Vesting percentage
Restricted common stock issued
Restricted common stock at fair market value
Salary
Fee of individual talent
Fee
Description of agreement
Annual fee paid
Options vested
Donation paid
Stock options granted
Cash Consideration
Options term, in years
Options fully vested
options issued
Consideration for the services to be provided, per month
Agreement expire date
Restricted Stock [Member]
CircleUp Credit Advisors LLC [Member]
Other assets
[Other Assets]
Warrants to purchase shares
Cash proceeds
Warrant outstanding
Percentage of warrant amount
Warrant vested quaterly installment
Unpaid interest
Warrant value
Subsequent Event Type [Axis]
Class of Stock [Axis]
Investment Type [Axis]
SubsequentEvent [Member]
Seed Preferred Shares [Member]
MinimumMember
MaximumMember
Purchase Agreements [Member]
Your Super, Inc [Member]
Seed Preferred Shares [Member]
[Seed Preferred Shares [Member]]
Loan Received
Warrant shares incresed
Collateral assets loan
Preferred stock
Share sold
[Share sold]
Price per share
Proceeds from preferred stock
Subscribed share
Purchase transaction descripion