PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-A/A

AMENDMENT NO. 3

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

BEYOND WELLNESS INTERNATIONAL, INC.

(Exact name of issuer as specified in its charter)

Nevada

(State of other jurisdiction of incorporation or organization)

303 East 4th Street, Los Angeles, CA 90013

323-994-1180

(Address, including zip code, and telephone number,

including area code of issuer’s principal executive office)

PETER BERKMAN, ESQ,

Law Offices of Peter Berkman PLLC

18865 State Road 54, #110

Lutz, FL 33558

(813) 600-2971

peter@peterberkmanlaw.com

(Name, address, including zip code, and telephone number

including area code, of agent for service)

This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

This Preliminary Offering Circular is following the S-1 Disclosure Format described in Part II of Form 1-A.

2833	82-3411014
(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE INFORMATION IN THIS PRELIMINARY OFFERING CIRCULAR IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE OFFERING STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED  June __, 2020.

PART II – PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER 2

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

BEYOND WELLNESS INTERNATIONAL, INC.

20,000 UNITS AT $300.00 PER UNIT

EACH UNIT CONSISTS OF ONE HUNDRED (100) SHARES OF COMMON STOCK, $.0001 PAR VALUE

AND ONE HUNDRED (100) SERIES “B” COMMON STOCK PURCHASE WARRANTS

(EACH SERIES “B” WARRANT IS EXERCISABLE INTO ONE (1) SHARE OF COMMON STOCK AT AN EXERCISE PRICE OF $4.00 PER SHARE)

THIS OFFERING STATEMENT QUALIFIES THE 2,000,000 SHARES OF COMMON STOCK IN THE UNITS OFFERED,

AND THE 2,000,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE SERIES “B” COMMON STOCK PURCHASE WARRANTS

Minimum Investment: One Unit ($300.00)

Maximum Offering: $6,000,000.00

The Company is hereby providing the information and disclosure format required by Part I of Form S-1 (17 9 CFR 239.18) pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A, and is following the requirements for a smaller reporting company as it meets the definition of that term in Rule 405 (17 CFR 230.405).

AN OFFERING STATEMENT PURSUANT TO REGULATION “A” RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PLEASE REVIEW ALL RISK FACTORS ON PAGE 8 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

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Because these securities are being offered on a “best efforts” basis, the following disclosures are hereby made:

	Price to Public		Commissions (1)		Proceeds to Company (2)		Proceeds to Other Persons (3)
Minimum Investment	$	300.00		30.00	$	270.00	None
Maximum Offering	$	6,000,000.00		600,000.00	$	5,400,000	None

_______________  

(1)	The Company currently has not enlisted the services of a broker-dealer or underwriter, but may at some time in the future. See “PLAN OF DISTRIBUTION.”
(2)	Does not reflect payment of expenses of this Offering, which are estimated to not exceed $100,000 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, administrative services other costs of blue sky compliance, technology providers, and actual out-of-pocket expenses incurred by the Company selling the Shares. If the company engages the services of broker-dealers in connection with the Offering, their commissions will be an additional expense of the Offering. See the “Plan of Distribution” for details regarding the compensation payable in connection with this Offering. This amount represents the proceeds of the Offering to the Company, which will be used as set out in “USE OF PROCEEDS TO COMPANY.”
(3)	There are no finder’s fees or other fees being paid to third parties from the proceeds, other than those disclosed below. See "PLAN OF DISTRIBUTION."

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

This Offering (the “Offering”) consists of 20,000 Units (the “Units” or individually, each a “Unit”) that are being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. Each Unit consists of one hundred (100) Shares of Common Stock (the “Shares”) and one hundred (100) Series “B” Common Stock Purchase Warrants (the “Series B Warrants”). The Units are being sold by Beyond Wellness International, Inc., a Nevada Corporation (“BWI” or the “Company”). There are 20,000 Units being offered at a price of $300.00 per Unit with a minimum purchase of One (1) Unit per investor. The Units are being offered on a best efforts basis directly by the Company. The maximum aggregate amount of the Units offered is $6,000,000.00 (the “Maximum Offering”). There is no minimum number of Units that needs to be sold in order for funds to be released to the Company and for this Offering to close.

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 Offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The Offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) unless sooner terminated by the Company. Funds shall be deposited in an Escrow Account maintained by the Company’s Escrow Agent. Funds will be promptly refunded, without interest, for sales that are not consummated. All funds received shall be held only in a non-interest bearing bank account. Upon each closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Company’s business in a manner consistent with the “USE OF PROCEEDS TO COMPANY” in this Offering Circular. This Offering may remain open for a twelve (12) month period but may extend past the Closing Date at the discretion of the Company and in accordance with the rules and provisions of Regulation A promulgated under the “Jumpstart Our Business Startups Act” (the JOBS Act).

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

_____________________________________

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

_____________________________________

BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY’S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND CONSULT YOUR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT.  

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NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. 

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TABLE OF CONTENTS
  

	Page No.
Forward-Looking Disclosure	5
Exemptions Under JOBS Act	6
Summary of Offering Circular	7
Risk Factors	8
Use of Proceeds	16
Determination of Offering Price	17
Dilution of the Price You Pay for Your Shares	17
Plan of Distribution	18
Management’s Discussion and Analysis of Financial Condition and Plan of Operations	23
Description of the Business	20
Management	28
Executive Compensation	31
Principal Shareholders	34
Securities Being Offered	35
Description of Capital Stock	35
Investor Eligibility Standards	37
Disqualifying Event Disclosure	38
Related Party Transactions	38
Experts	38
Legal Matters	39
Interests of Named Experts and Counsel	39
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Disclosure of Commission Position On Indemnification for Securities Act Liabilities	39
Available Information	39
Financial Statements	41

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Forward Looking Statement Disclosure

This Form 1-A Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A, Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this Form 1-A Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A Offering Circular, and any documents incorporated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by the Company in this Form 1-A Offering Circular or any documents incorporated by reference herein speaks only as of the date of this Form 1-A Offering Circular or any documents incorporated by reference herein. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

About This Form 1-A and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. We are Offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. The Company will provide the opportunity to ask questions of and receive answers from the Company's management concerning terms and conditions of the Offering, the Company or any other relevant matters and any additional reasonable information to any prospective investor prior to the consummation of the sale of the Shares. This Form 1-A and Offering Circular do not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. The statements of the Company contained herein are based on information believed to be reliable. No warranty can be made as to the accuracy of such information or that circumstances have not changed since the date of this Form 1-A and Offering Circular. The Company does not expect to update or otherwise revise this Form 1-A, Offering Circular or other materials supplied herewith. The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose.

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EXEMPTIONS UNDER JUMPSTART OUR BUSINESS STARTUPS ACT

We are an emerging growth company. An emerging growth company is one that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. We would lose our emerging growth status if we were to exceed $1,000,000,000 in gross revenues. We are not sure this will ever take place.

Because we are an emerging growth company, we have the exemption from Section 404(b) of Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Under Section 404(b), we are now exempt from the internal control assessment required by subsection (a) that requires each independent auditor that prepares or issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. We are also not required to receive a separate resolution regarding either executive compensation or for any golden parachutes for our executives so long as we continue to operate as an emerging growth company.

We hereby elect to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1).

We will lose our status as an emerging growth company in the following circumstances:

· The end of the fiscal year in which our annual revenues exceed $1.0 billion.

· The end of the fiscal year in which the fifth anniversary of our IPO occurred.

· The date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt.

· The date on which we qualify as a large accelerated filer.

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OFFERING SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full Offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular.

Type of Stock Offering:	Units consisting of 100 Shares of Common Stock and 100 Series “B” Common Stock Purchase Warrants
Price Per Unit:	$300.00
Minimum Investment:	$300.00 per investor (One Unit)
Maximum Offering:	$6,000,000.00. The Company will not accept investments greater than the Maximum Offering amount.
Maximum Shares Offered:	2,000,000 Shares of Common Stock ($0.0001 par value) (20,000 Units)
Maximum Warrants Offered:	2,000,000 Series “B” Common Stock Purchase Warrants, exercisable at $4.00 per Share for a period which expires on December 31, 2022. The shares of Common Stock issuable upon the conversion of the Series B Warrants are also being Qualified.
Use of Proceeds:	See the description in section entitled “USE OF PROCEEDS TO COMPANY” on page 35 herein.
Voting Rights:	The Shares of Common Stock have voting rights.
Length of Offering:	Shares will be offered on a continuous basis until either (1) the maximum number of Shares are sold; or (2) if the Company in its sole discretion withdraws this Offering.
Implicit Valuation:	The implicit valuation of the Company’s outstanding shares is calculated by multiplying the number of shares currently outstanding by the Offering price per share.
Shares Outstanding:	As of March 31, 2020, the Company had 23,589,000 Shares of Common Stock issued and outstanding.
Warrants Outstanding:	As of March 31, 2020, the Company had 3,100,000 Class “A” Common Stock Purchase Warrants issued and outstanding, each exercisable at $1.00 per Share; 668,000 Class “B” Common Stock Purchase Warrants, each exercisable at $4.00 per Share; 668,000 Class “C” Common Stock Purchase Warrants, each exercisable at $5.00 per Share; and 668,000 Class “D” Common Stock Purchase Warrants, each exercisable at $6.00 per Share. All of the Warrants expire on December 31, 2022.
Proposed Listing:	Our common stock is not listed for trading on any exchange or automated quotation system. We intend, upon qualification, to engage a market maker to apply for quotation on the OTC Market or the NASDAQ Market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), nor can there be any assurance that such an application for quotation in any market will be approved.

The Company may not be able to sell the Maximum Offering Amount. The Company will conduct one or more closings on a rolling basis as funds are received from investors. Funds tendered by investors will be kept in an account in the Company’s name and will be immediately available to the Company. Once a subscription agreement is accepted by the Company, funds are non-refundable. The Company plans to begin sales immediately after this Preliminary Offering Circular has been qualified by the Securities and Exchange Commission (the “SEC”). The net proceeds of the Offering will be the gross proceeds of the Shares sold minus the expenses of the Offering. We are not listed on any trading market or stock exchange, and our ability to list our stock in the future is uncertain. Investors should not assume that the Offered Shares will be listed. A public trading market for the Shares may not develop.

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RISK FACTORS

The purchase of the Company’s securities involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in light of your personal circumstances and the financial resources available to you.

The discussions and information in this Offering Circular may contain both historical and forward-looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may vary materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may vary from the Company’s current expectations.

Before investing, you should carefully read and carefully consider the following risk factors:

Risks Relating to the Company and Its Business

Risks Related to U.S. Regulation and Compliance

We are subject to uncertainty regarding the legal and regulatory status of U.S. hemp, including with respect to U.S. federal and state implementation of the 2018 Farm Bill and related laws, including the Federal Food, Drug, and Cosmetic Act, and the interpretation or application of, or changes to, such laws and regulations may have material and adverse effects on our business, financial condition, operating results, liquidity, cash flow and operational performance.   On December 20, 2018, the 2018 Farm Bill was signed into law. The 2018 Farm Bill, among other things, removes “hemp, defined as the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of not more than 0.3% on a dry weight basis, and its derivatives from the Controlled Substances Act and amends the Agricultural Marketing Act of 1946 to permit the production and sale of U.S. hemp in the U.S.

The 2018 Farm Bill tasks the USDA with promulgating regulations in relation to the cultivation and production of U.S. hemp. The 2018 Farm Bill also directs the USDA to promulgate federal regulations that would apply to the production of U.S. hemp in every state which does not put forth a state U.S. hemp plan for approval by the USDA.

Accordingly, some states may choose to restrict or prohibit some or all U.S. hemp production or sales within the state and variances in states’ laws and regulations on U.S. hemp are likely to persist. Further, each state has discretion to develop and implement its own laws and regulations governing the manufacturing, marketing, labeling, and sale of U.S. hemp products, which is anticipated to create a patchwork of different regulatory schemes applicable to such products. The FDA or particular states may ultimately prohibit the sale of some or all dietary supplements or conventional foods containing U.S. hemp and U.S. hemp-derived ingredients, including CBD.   Under the 2018 Farm Bill, the FDA has retained authority over the Federal Food, Drug, and Cosmetic Act-regulated products (e.g., drugs (human and animal), food (human and animal), dietary supplements and cosmetics) containing U.S. hemp and U.S. hemp-derived ingredients, including CBD.  The FDA has consistently taken the position that CBD, whether derived from U.S. hemp or U.S. Schedule 1 cannabis, is prohibited from use as an ingredient in food and dietary supplements.  

Until the FDA formally adopts regulations with respect to CBD products or announces an official position with respect to CBD products, there is a risk that the FDA could take enforcement action (e.g., “Warning Letter,” seizure, injunction) against the Company’s U.S. hemp-derived CBD products sold in the U.S. Moreover, states have retained regulatory authority through their own analogues to the Federal Food, Drug and Cosmetic Act, and the states may diverge from the federal treatment of the use of U.S. hemp as, or in, food, dietary supplements or cosmetic products. The FDA or applicable states (under their CSA and Federal Food, Drug, and Cosmetic Act analogues) may ultimately not permit the sale of non-pharmaceutical products containing hemp-derived ingredients, including CBD, which would have a material adverse impact on our business, financial condition and results of operations.

The Company Has Limited Operating History

 
The Company has a limited operating history and there can be no assurance that the Company's proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable.

The Company Is Dependent Upon Its Management, Founders, Key Personnel and Consultants to Execute the Business Plan, And Many Of Them Will Have Concurrent Responsibilities At Other Companies 

The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers as well as other key personnel and consultants. Many of them will have concurrent responsibilities at other entities. Some of the advisors, scientists, consultants and others to whom the Company’s ultimate success may be reliant have not signed contracts with the Company and may not ever do so. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's business, financial condition or results of operations. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified scientific, technical and managerial personnel. Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees and consultants required for the initiation and expansion of the Company's activities, could have a materially adverse effect on it. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition or results of operations. 

Although Dependent Upon Certain Key Personnel, The Company Does Not Have Any Key Man Life Insurance Policies On Any Such People At The Time Of This Offering.

The Company is dependent upon management in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of these key personnel, management or founders die or become disabled, the Company will not receive any compensation that would assist with such person's absence. The loss of such person could negatively affect the Company and its operations.

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The Company Is Or Will Be Subject To Income Taxes As Well As Non-Income Based Taxes, Such As Payroll, Sales, Use, Value-Added, Net Worth, Property And Goods And Services Taxes.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

The Company Is Not Subject To Certain Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies.

The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

The Company Has Engaged In Certain Transactions With Related Persons.

Please see the section of this Offering Circular entitled “Interest of Management and Others in Certain Related-Party Transactions and Agreements”.  

Changes In Laws Or Regulations Could Harm The Company’s Performance.

Various federal and state laws, including labor laws, govern the Company’s relationship with our employees and affect operating costs. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

The Company’s Bank Accounts Will Not Be Fully Insured.

The Company’s regular bank accounts for this Offering each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any of Company’s banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

The Company’s Business Plan Is Speculative

The Company’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits

The Company Faces Significant Competition in the United States and Elsewhere

The Company will face significant competition in the United States and elsewhere (please see the sub- section entitled “Competition” below in this Offering Circular.)

The Company Will Likely Incur Debt

The Company will likely incur debt (including secured debt) in the future and in the continuing operations of its business. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

The Company’s Expenses Could Increase Without a Corresponding Increase in Revenues

The Company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company’s financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, (5) increases in borrowing costs, and (6) unexpected increases in costs of supplies, goods, materials, construction, equipment or distribution. 

9

An Inability to Maintain and Enhance Product Image Could Affect Your Investment

It is important that the Company maintains and enhances the image of any new products. The image and reputation of the Company’s products may be impacted for various reasons including, but not limited to, bad publicity, litigation, and complaints from regulatory bodies. Such problems, even when unsubstantiated, could be harmful to the Company’s image and the reputation of its products. These claims may not be covered by the Company’s insurance policies. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company’s business, results of operations, and financial condition. Any negative publicity generated could damage the Company’s reputation and diminish the value of the Company’s brand, which could have a material adverse effect on the Company’s business, results of operations, and financial condition, as well as your investment. Deterioration in the Company’s brand equity (brand image, reputation and product quality) may have a material adverse effect on its financial results as well as your investment. 

If We Are Unable To Effectively Protect Our Intellectual Property, It May Impair Our Ability To Compete

Our success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Our business depends on proprietary technology that may be infringed. Some or all of our products depend or will depend on our proprietary technology for their success. We rely on a combination of trade secrets, copyrights and trademarks, together with non-disclosure agreements, confidentiality provisions in sales, procurement, employment and other agreements and technical measures to establish and protect proprietary rights in our products. While we may seek patents for some or all of our products and technology, there is no guarantee that such patents will be granted. Our ability to successfully protect our technology may be limited because intellectual property laws in certain jurisdictions may be relatively ineffective, detecting infringements and enforcing proprietary rights may divert management’s attention and company resources, contractual measures such as non-disclosure agreements and confidentiality provisions may afford only limited protection, any patents we may receive will expire, thus providing competitors access to the applicable technology, competitors may independently develop products that are substantially equivalent or superior to our products or circumvent our intellectual property rights; and competitors may register patents in technologies relevant to our business areas. In addition, various parties may assert infringement claims against us. The cost of defending against infringement claims could be significant, regardless of whether the claims are valid. If we are not successful in defending such claims, we may be prevented from the use or sale of certain of our products, or liable for damages and required to obtain licenses, which may not be available on reasonable terms, any of which may have a material adverse impact on our business, results of operation or financial condition. 

Computer, Website or Information System Breakdown Could Affect The Company’s Business 
 

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company’s ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company’s financial results as well as your investment.

Changes In The Economy Could Have a Detrimental Impact On The Company 

Changes in the general economic climate could have a detrimental impact on the Company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect the Company. Any of such events or occurrences could have a material adverse effect on the Company’s financial results and on your investment.

The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan

In order to achieve the Company's near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment.

We May Not Be Able To Obtain Adequate Financing To Continue Our Operations

The Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.

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Terms Of Subsequent Financing, If Any, May Adversely Impact Your Investment

We may have to engage in common equity, debt, or preferred stock financings in the future. Your rights and the value of your investment in the Common Stock could be reduced by the dilution caused by future equity issuances. Interest on debt securities could increase costs and negatively impact operating results. In the event we are permitted to issue preferred stock pursuant to the terms of our Company documents, preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock would be more advantageous to those investors than to the holders of Class A Common Stock. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment. Shares of common stock which we sell could be sold into any market that develops, which could adversely affect the market price.

Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares

Our employees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding type of stock which may limit your ability and the ability of our other shareholders, whether acting alone or together, to propose or direct the management or overall direction of our company. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for its Shares. The majority of our currently outstanding Shares of stock are beneficially owned and controlled by a group of insiders, including our employees, directors, executive officers and inside shareholders. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors and the approval of actions for which the approval of our shareholders is required. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Our principal shareholders may be able to control matters requiring approval by our shareholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares.

Our Registered Independent Public Accounting Firm Has Expressed In Its Report To Our Audited Financial Statements A Substantial Doubt About Our Ability To Continue As A Going Concern.

We have not yet entered into the commercialization stage of our products and therefore commercialization is uncertain and expected to require substantial expenditures. We have not yet generated sufficient revenues from our operations to fund our activities, and are therefore dependent upon external sources for financing our operations. There is a risk that we will be unable to obtain necessary financing to continue our operations on terms acceptable to us or at all. As a result, our independent auditor firm has expressed in its auditors’ report on the financial statements a substantial doubt regarding our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Future reports on our financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. If we cannot continue as a going concern, our stockholders may lose their entire investment in the Company’s Common Stock.

Our Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. If These Assumptions Or Analyses Prove To Be Incorrect, The Company’s Actual Operating Results May Be Materially Different From Our Forecasted Results

Whether actual operating results and business developments will be consistent with the Company’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company’s control, including, but not limited to:

· whether the Company can obtain sufficient capital to sustain and grow its business

· our ability to manage the Company’s growth

· whether the Company can manage relationships with key vendors and advertisers

· demand for the Company’s products and services

· the timing and costs of new and existing marketing and promotional efforts

· competition

· the Company’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel

· the overall strength and stability of domestic and international economies

Unfavorable changes in any of these or other factors, most of which are beyond the Company’s control, could materially and adversely affect its business, results of operations and financial condition.

11

The Company May Be Unable To Manage Their Growth Or Implement Their Expansion Strategy

The Company may not be able to expand the Company's product and service Offerings, the Company's markets, or implement the other features of the Company's business strategy at the rate or to the extent presently planned. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. If the Company is unable to successfully manage the Company's future growth, establish and continue to upgrade the Company's operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected.

The Company Needs to Increase Brand Awareness

Due to a variety of factors, the Company's opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the Company's brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the Company's market increases. Successfully promoting and positioning the Company's brand, products and services will depend largely on the effectiveness of the Company's marketing efforts. Therefore, the Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. If the Company fails to successfully promote the Company's brand name or if the Company incurs significant expenses promoting and maintaining the Company's brand name, it would have a material adverse effect on the Company's results of operations.

The Company Faces Competition In The Company's Markets From Various Large And Small Companies, Some Of Which Have Greater Financial, Research And Development, Production And Other Resources Than Does The Company

In many cases, the Company’s competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. The Company's ability to compete depends, in part, upon a number of factors outside the Company's control, including the ability of the Company's competitors to develop alternatives that are superior. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations.

Our Company Could Face Several Regulatory Hurdles

Some or all of our products will need to comply with many governmental standards and regulations relating to the marketing, use and sale of our products in general. Compliance with all of these requirements may delay, or prohibit, commercialization in the Unites States and in various countries, thereby adversely affecting our business and financial condition.

The Company’s Expenses Could Increase Without a Corresponding Increase in Revenues

The Company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company’s financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, (5) increases in borrowing costs, and (5) unexpected increases in costs of supplies, goods, materials, construction, equipment or distribution.

Litigation may adversely affect our business, financial condition, and results of operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

12

Our insurance coverage may be inadequate to cover all significant risk exposures.

We will be exposed to liabilities that are unique to the products we provide. While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, and results of operations. We do not have any business interruption insurance. Any business disruption or natural disaster could result in substantial costs and diversion of resources.

If our products are contaminated, we may have litigation and products liability exposure.

We source some of our products from third-party suppliers. Although we test the products we receive from third-party suppliers, we may not identify all contamination in those products. Possible contaminates include pesticides, molds and fungus. If a customer suffers an injury from our products, they may sue us in addition to the supplier and we may not have adequate insurance to cover any such claims, which could result in a negative effect on our results of operations.

Risks Relating to This Offering and Investment

Our Business, Results of Operations and Financial Condition may be Adversely Impacted by the Recent COVID-19 Pandemic.

The COVID-19 pandemic has negatively affected the U.S. and global economy, resulted in significant travel restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our customers, employees, suppliers and sales network. While the COVID-19 pandemic did not have a material adverse effect on our reported results for our fourth quarter of fiscal 2019, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

We are presently in the start-up phase of our product roll-out, and to date have not seen our business operations or planning process negatively impacted by government-imposed business and retail restrictions. To date, our product sales have been primarily through an online, direct-to consumer (DTC) sales process, and we expect to have this reliance on DTC sales continue to increase as we ramp-up our production and sales. As the retail environment improves, we expect to expand our distribution to include retail sales outlets.

The extent to which our operations may eventually be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in these risk factors, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.

The Company May Undertake Additional Equity or Debt Financing That May Dilute The Shares In This Offering

The Company may undertake further equity or debt financing which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.

An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment

An investment in the Company’s Shares is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

The Shares Are Offered On A “Best Efforts” Basis And The Company May Not Raise The Maximum Amount Being Offered

Since the Company is Offering the Units on a “best efforts” basis, there is no assurance that the Company will sell enough Units to meet its capital needs. If you purchase Units in this Offering, you will do so without any assurance that the Company will raise enough money to satisfy the full USE OF PROCEEDS TO COMPANY which the Company has outlined in this Offering Circular or to meet the Company’s working capital needs.

If The Maximum Offering Is Not Raised, It May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise

There is no assurance that the maximum amount of Units in this Offering will be sold. If the maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will further dilute those investors participating in this Offering.

We Have Not Paid Dividends In The Past And Do Not Expect To Pay Dividends In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of Our Shares

We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. If we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur if its stock price appreciates.

13

The Company May Not Be Able To Obtain Additional Financing

Even if the Company is successful in selling the maximum number of Shares in the Offering, the Company may require additional funds to continue and grow its business. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company to delay its plans for growth and implementation of its strategy which could seriously harm its business, financial condition and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to the Company’s current shareholders and to you if you invest in this Offering.

An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment

An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

There Is No Assurance The Company Will Be Able To Pay Distributions To Shareholders

While the Company may choose to pay distributions at some point in the future to its shareholders, there can be no assurance that cash flow and profits will allow such distributions to be made.

There is Presently No Public Trading Market for the Company's Shares

At present, there is no public trading market for the Company’s securities and the Company cannot assure that a trading market will develop. The Company’s Common Stock has no trading symbol. In order to obtain a trading symbol and authorization to have the Company’s securities trade publicly, the Company must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority (“FINRA”) of which there is no assurance, before active trading of the Company’s securities could commence. Upon completion of this Offering, the Company intends to apply to have its Common Stock listed on either the NASDAQ Market or the OTC Market’s OTCQB Alternative Trading System (ATS). Concurrently with the filing of this Offering Circular, we have filed a Form 8A pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), which upon qualification of this Offering Circular by the U.S. Securities and Exchange Commission will make us subject to all of the fully-reporting requirements of the Exchange Act.  Therefore, upon Qualification our Common Stock will be eligible for a NASDAQ listing if we are otherwise qualified under NASDAQ listing standards.

Sales Of Our Shares By Insiders Under Rule 144 Or Otherwise Could Reduce The Price Of Our Shares, If A Trading Market Should Develop

Certain officers, directors and/or other insiders may hold shares in the Company and may be able to sell their stock in a trading market if one should develop. The availability for sale of substantial amounts of stock by officers, directors and/or other insiders could reduce prevailing market prices for our securities in any trading market that may develop.

Should Our Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of Our Type Of Stock May Cause The Price Of Our Type Of Stock To Decline

Should a market develop and our shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current Offering price. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that we deem reasonable or appropriate.

14

The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate

The discussions and information in this Offering Circular may contain both historical and “forward-looking statements” which can be identified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results to differ from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.

The Company Has Significant Discretion Over The Net Proceeds Of This Offering

The Company has significant discretion over the net proceeds of this Offering. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. There can be no assurance that management's use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company.

The Offering Price For The Type Of Stock Has Been Determined By The Company

The price at which the Shares are being offered has been arbitrarily determined by the Company. There is no relationship between the Offering price and our assets, book value, net worth, or any other economic or recognized criteria of value. Rather, the price of the Shares was derived as a result of internal decisions based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Shares or the price that may be realized upon disposition of the Shares.

Neither The Offering Nor The Securities Have Been Registered Under Federal Or State Securities Laws, Leading To An Absence Of Certain Regulation Applicable To The Company

The Company also has relied on exemptions provided by Regulation A of the JOBS Act from securities registration requirements under applicable state and federal securities laws. Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering on their own or in conjunction with their personal advisors.

The Shares In This Offering Have No Protective Provisions.

The Shares in this Offering have no protective provisions. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. If there is a "liquidation event" or "change of control" the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction.

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No Guarantee of Return on Investment

There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Form 1-A Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.

USE OF PROCEEDS TO COMPANY

The Use of Proceeds is an estimate based on the Company’s current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and we will have broad discretion in doing so. For example, if our research and development activities need to be bolstered beyond our initial estimates, we may allocate additional resources by reallocating proceeds from other categories such as marketing for the purposes of research and development. We do not believe we will reallocate from our fixed costs such as equipment or rent.

The maximum gross proceeds from the sale of the Shares in this Offering are $6,000,000.00. The net proceeds from the Offering, assuming it is fully subscribed, are expected to be approximately $5,300,000,000 after the payment of Offering costs including potential broker-dealer and selling commissions, but before printing, mailing, marketing, legal and accounting costs, and other compliance and professional fees that may be incurred, which we estimate at $100,000. The estimate of the budget for Offering costs is an estimate only and the actual Offering costs may differ from those expected by management.

A portion of the proceeds from this Offering may ultimately be used to compensate or otherwise make payments to officers or directors of the Company. The officers and directors of the Company may be paid salaries or fees and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.  

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate. Until sufficient funds are raised by the Company to sufficiently fund research and development activities, management may utilize some or all of the funds from this Offering for further capital raising efforts, rather than as set out in this Use of Proceeds section of the Offering Circular.

		100%		75%		50%		25%
Gross Proceeds	$	6,000,000	$	4,500,000	$	3,000,000	$	1,500,000
Offering Expenses(1)	$	100,000	$	100,000	$	100,000	$	100,000
Selling Commissions & Fees (2)	$	600,000	$	450,000	$	300,000	$	150,000
NET PROCEEDS	$	5,300,000	$	3,950,000	$	2,600,000	$	1,250,000
Purchase of Product Inventory	$	1,150,000	$	1,000,000	$	400,000	$	300,000
Product Development and Marketing	$	250,000	$	250,000	$	100,000	$	50,000
Investment In PPI Joint-Venture	$	3,000,000	$	1,800,000	$	400,000	$	250,000
Salaries and Wages (3)	$	100,000	$	100,000	$	100,000	$	100,000
Rent (4)	$	50,000	$	50,000	$	50,000	$	50,000
Manufacturing Build-Out & Equipment (5)	$	250,000	$	250,000	$	250,000	$	250,000
Working Capital (6)	$	500,000	$	500,000	$	300,000	$	250,000
TOTAL USE OF NET PROCEEDS	$	5,300,000	$	3,950,000	$	2,600,000	$	1,250,000

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________________

1.	Total expenditures for this Offering are anticipated to be $100,000. These direct and indirect expenditures include primarily SEC legal, preliminary legal and accounting, auditing services, Transfer Agent fees, OTC Market fees, marketing expenses, digital advertising expenses, and filing fees, and other similar expenses related to the Regulation A Offering.
2.	The Company has not currently engaged a registered Broker/Dealer, but may do so at some time in the future.

3.	In the event we need additional personnel, we may reallocate funds from the Working Capital category for these purposes. We may add additional staff to further expedite research activities.
4.	We will rent a smaller space if we are to raise 25% of this Offering and operate for one year. If we only raise 25% we will need to find other sources of capital to carry out our business plan after the first year. If we raise 25% of the funds in this Offering, we believe we will have enough capital in reserve to satisfy our requirements for a minimum of three years. If we raise 50% of the funds in this Offering, we believe we will have enough capital in reserves to satisfy our requirements for at least five years. If we raise 75% of the funds in this Offering, we believe we will have enough capital in reserve to satisfy our requirements for at least seven years. If we raise 100% of the funds in this Offering, we believe we will have enough capital in reserve to satisfy our requirements for at least ten years.
5.	Equipment. We believe we will need to purchase approximately $250,000 in manufacturing and packaging equipment but will be scaled as required. If, however, we need additional equipment we may choose to allocate portions of our Reserves or Working Capital towards such additional equipment.
6.	It is the intention of Management to utilize working capital to specifically fund the capital requirements for ongoing day-to-day operations other than those which are otherwise detailed above. This will include legal, accounting, and licensing fees.

DETERMINATION OF OFFERING PRICE

This Offering is a self-underwritten Offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the common stock offered under this Offering. Our Offering Price is arbitrary with no relation to value of the company.

Prior to the Offering, there has been no public market for the Offered Shares. The public offering price was determined by the Company. The principal factors considered in determining the public offering price include:

 -the information set forth in this Offering Circular and otherwise available;

-our history and prospects and the history of and prospects for the industry in which we compete;

-our past and present financial performance;

-our prospects for future earnings and the present state of our development;

-the general condition of the securities markets at the time of this Offering;

-the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

-other factors deemed relevant by us.

If all of the Shares in this Offering are fully subscribed and sold, the 2,000,000 Shares offered herein will constitute approximately 8% of the total Shares of stock of the Company.

DILUTION

The term "dilution" refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 8% of the total Shares of stock of the Company. The Company anticipates that subsequent to this Offering the Company may require additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company.

If you invest in our Common Stock, your interest will be diluted immediately to the extent of the difference between the Offering price per share of our Common Stock and the pro forma net tangible book value per share of our Common Stock after this Offering. As of the date of this Offering, the net tangible book value of the Company was approximately (272,156). Based on the 23,589,000 Shares of Common Stock issued and outstanding as of the date of this Offering Circular, that equates to a net tangible book value of approximately $0.00 per share of Common Stock on a pro forma basis. Net tangible book value per share consists of shareholders’ equity adjusted for the retained earnings (deficit), divided by the total number of Shares of Common Stock outstanding. The pro forma net tangible book value, assuming full subscription in this Offering and receipt of $5,300,000 in net proceeds, would be $0.21 per share of Common Stock. The following table compares the differences of your investment in our shares with the investment of our existing shareholders.

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Existing shareholders if all of the shares are sold:

Net tangible book value per share before offering	$	0.00
Net tangible book value per share after offering	$	0.21
Increase to present shareholders in net tangible book value per share after offering	$	0.21
Number of shares outstanding before the offering		23,589,000
Percentage of ownership after offering assuming maximum number of shares are sold.		92	%
Purchasers of shares in this offering if all 2,000,000 of the shares are sold:
Price per share	$	3.00
Dilution per share	$	2.79
Capital contributions	$	6,000,000
Number of shares after offering held by public investors		2,000,000
Percentage of ownership after offering		8	%

PLAN OF DISTRIBUTION

   
We are Offering a maximum of 20,000 Units (the “Units” or individually, each a “Unit”) that are being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. Each Unit consists of one hundred (100) Shares of Common Stock (the “Shares”) and one hundred (100) Series “B” Common Stock Purchase Warrants (the “Series B Warrants”). There are 20,000 Units being offered at a price of $300.00 per Unit with a minimum purchase of One Unit per investor. The Units are being offered on a best efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company. The maximum aggregate amount of the Units offered is $6,000,000.00 (the “Maximum Offering”). There is no minimum number of Units that needs to be sold in order for funds to be released to the Company and for this Offering to close.

   
The Company will not initially sell the Shares through commissioned broker-dealers, but may do so after the commencement of the Offering. Any such arrangement will add to our expenses in connection with the Offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A to describe the arrangement. Funds tendered by investors will be kept in an account in the name of the Company and will be immediately available to the Company. All subscribers will be instructed by the Company or its agents to transfer funds by wire, check, credit or debit cards or ACH transfer directly to the bank account established for this Offering or deliver checks made payable to “Beyond Wellness International, Inc.” Subscribers have no right to a return of their funds unless the Company rejects a subscription agreement within ten (10) days of tender, in which event investor funds will promptly be refunded to each investor without interest. The Company may terminate the Offering at any time for any reason at its sole discretion, and may extend the Offering past the Closing Date in the absolutely discretion of the Company and in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in this Offering are being sold by existing securities holders. All of the currently issued and outstanding Common Stock were authorized as of January 31, 2020 and issued by the Company.

  
After the Offering Statement has been qualified by the Securities and Exchange Commission (the “SEC”), the Company will accept tenders of funds to purchase the Shares. The Company does not intend to use an escrow agent as this is a “best efforts” Offering and funds will be available immediately to the Company for use.

  
We initially will use our existing website, www.bwi.life, to provide notification of the Offering. This Preliminary Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the www.bwi.life website.

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement.

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Funds will be deposited in an account at a FDIC-insured bank and will be made immediately available to the Company. No escrow account will be utilized. If a subscription is rejected, funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber by the Company. All inquiries regarding this Offering should be made directly to the Company.

This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue indefinitely until all of the offered Shares are sold or the Offering is terminated in the Company’s sole discretion. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

If you decide to subscribe for any of the Units in this Offering, you must deliver a check, certified funds or another acceptable form of payment for acceptance or rejection. The minimum investment amount for a single investor is One Unit in the principal amount of $300.00. All subscription wire transfers, checks or money orders should be payable to Beyond Wellness, Inc. and mailed or transmitted to our Attorney at the following address: Beyond Wellness International, Inc., c/o Peter Berkman, Esq., 18865 State Road 7, Suite 110, Lutz FL 33558. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, an immediate confirmation of such acceptance will be sent to the investor.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

This is an Offering made under “Tier 2” of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification. Therefore, the shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the Offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in the company. Transferees of the shares will be required to meet the above suitability standards.

The shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

The sale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized.

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DESCRIPTION OF THE BUSINESS

Overview

Beyond Wellness International, Inc. (the "Company") is a Nevada corporation which has been organized for the purpose of packaging, marketing and distributing products for the nutraceutical, food supplement, CBD (hemp-derived cannabidiol), and vapor products markets. We are the intermediate process between established FDA-approved contract manufacturers and retailers, providing a full range of filling, packaging, and wholesale order fulfillment for brand-name as well as proprietary “white label” consumer products. In addition, we will market innovative products for the vapor industry under private “white label” tradenames, and to provide filling, packaging, and logistical services for third-party wholesalers and distributors.

The Company has an authorized capitalization of 70 million shares of Common Stock ($.0001 par value), of which 23,589,000 shares of Common Stock are issued and outstanding as of March 31, 2020.

The Company's executive offices are located at 303 East 4th Street, Los Angeles, CA 90013. The Company’s new manufacturing and distribution facility is presently under construction in a 8000 square foot warehouse/light industrial space located near the Company’s executive offices. The Company’s principal website is www.bwi.life. The Company’s telephone is 323-994-1180.

Business Operations

Our company was established in November 2017, and began business operations in May, 2018. We currently have business relationships with several manufacturers and producers of name-brand nutraceutical, supplements and vapor products, representing over 35 separate products. In addition, we are the exclusive production and fulfillment facility for several white-label and our proprietary branded products including the “Dr. Tom’s” CBD product line which we acquired in September 2018.

Our Brand Marketing and Fulfillment Program is designed to provide product wholesalers with a complete line of services, including the sourcing of raw materials, supervision of the manufacturing process, filling, packaging, and labeling of products in our own facility, and shipping and logistics services.  

The Beyond Wellness Brand Marketing and Fulfillment Program is differentiated from its competition by the elimination of many of the intermediate production processes for our wholesale customers. Our Program offers:

· A unique, current business-environment-appropriate business model.

· Excellent staff who are highly trained and very customer attentive.

· Great prices.

· The ability to scale rapidly for our fast-growing customer base.

The Dr. Tom’s Acquisition

In September, 2018, the Company acquired, in a related-party transaction from a shareholder of the Company, Zeppoli Holdings Trust, LLC, the tradenames, URL and website www.drtomscbd.com, and the formulas of the entire product line sold under the “Dr. Tom’s” label, for a cash payment of $500,000 and the issuance of 2,450,000 shares of Common Stock.

With the Federal legalization in December, 2018 of all hemp-derived cannabidiol (CBD) products and oils, a nationwide market has been opened for our Dr. Tom’s product line. We have upgraded and relaunched the www.drtomscbd.com website to be a full-service, on-line marketplace for a wide selection of quality, branded CBD products. We are currently exploring a joint-venture with an FDA-compliant laboratory and manufacturing facility in San Diego, CA which would manufacture the Company’s edible CBD products.

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Future Acquisitions of State-Licensed Operators

With the steady growth of new State laws which legalize and regulate the cultivation, processing, and sale of medical and adult-use marijuana and THC products, and the prospective legalization of these products on the Federal level in the United States, the Company will be exploring the entry into such licensed and regulated markets in the future. The Company may, in the future, seek to obtain regulatory approval to operate in one or more States, and it may seek partnerships, joint-ventures, or acquisitions of currently licensed companies. However, the Company does not anticipate engaging in any aspect of the THC or marijuana industry until legalized on the Federal level, and the removal of marijuana as a Schedule I Drug.

The Proposed Joint Venture Transaction

On May 15, 2020, the Company entered into a non-binding Letter of Intent with Linear Park Marketing, Inc. (LPMI) to purchase a 39% equity interest in PrimaPharma, Inc. (PPI) for total consideration of $5,000,000.   In the event that a Definitive Agreement is entered into on or before June 30, 2020, the terms of this purchase will be as follows:

• Total capital payment to LPMI of $5,000,000, inclusive of the $1,000,000 deposit.

• The Company to provide, upon the execution of the Definitive Agreement, a $1 million deposit. Said funds to be deposited in escrow account with legal counsel for LPMI pending completion of all required due diligence. The deposit becomes non-refundable 30 days following the date of deposit.

• Within 60 days, or less, from the Closing Date an additional payment to LPMI of $2 million.

• Within 120 days, or less, from the Closing Date an additional payment to LPMI of $2 million. In the event the Company misses the agreed payment schedule, LPMI shall provide a 10-day period to cure. If the funding is less than the agreed $5,000,000 the interest in PPI will be adjusted pro-rata.

If the Company completes this equity investment in PPI, a portion of the purchase price to be paid by the Company will be utilized to expand and automate PPI’s FDA-licensed laboratory and production facility in San Diego, CA, and to construct and equip a new 12,000 sqft production facility on the PPI Campus specifically for the purpose of manufacturing and processing cannabidiol (CBD) products, including edible and topical CBD products. 

It is expected that this new production facility will process and manufacture most of BWI’s CBD product line, including its branded “Dr. Tom’s” products. 

We have designated in the “Use of Proceeds” of this Offering the initial $3,000,000 (based upon the maximum number of Unites being sold) which would be required to be paid by the Company within the next ninety days.  If sufficient funds are not available to the Company by June 30, 2020, either through proceeds from this Offering or other debt or equity financing, none of which has been arranged, the Company may not be able to make this investment.  In addition, if the remaining $2,000,000 required to complete the full equity purchase is not available to the Company by October 30, 2020, the Company’s equity interest in PPI will be proportionately less than 39%.

If this investment is made, the Company and LPMI will jointly operate the PPI facility pursuant to a mutually-acceptable Management and Operation Agreement to be entered into prior to the Company’s investment. This Operating Agreement will also provide for a right-of-first-refusal for each joint venture (JV) partner in the event of any change of control. The Company has not yet entered into a binding agreement, but expects to enter a binding Agreement on or before June 1, 2020.

PPI is a 27-year-old, privately-held Contract Development and Manufacturing Organization (“CDMO”) focused on the manufacture of specialty pharmaceuticals, medical devices and diagnostics. The PPI manufactures products for sale commercially, as well as clinical trial materials. PPI is registered as a “drug establishment” with the Food and Drug Administration (“FDA”) and is ISO 13485:2003 Quality System certified for sterile pharmaceutical and medical device manufacturing by the British Standards Institute. The PPI has a successful track record of FDA inspections over the last five years.

The PPI’s 40+ employees operate a 23,000-square foot, leased facility in the Sorrento Valley area of San Diego with one ISO Class 5 Aseptic Filling Suite (“Class 100 Clean Room”). PPI operates in full compliance with the FDA 21CFR210 & 211 Good Manufacturing Procedures as well as 21CFR820 medical device Good Manufacturing Procedures. The PPI provides sterile fill and manufactures ophthalmic drugs and medical devices for the commercial market, which understandably places it among the most regulated manufacturers in the world.

Generally, PPI’s growth strategy involves adding automated production capacity, and manufacturing drug products in partnership with marketing organizations rather than just manufacturing those products on a contract basis for other parties. The PPI is small enough to be responsive to the needs of its customers and with the capital investment will have the capacity to deliver a competitive product to the market.

The JV is planning to construct an additional 12,000 square foot production facility which will be part of PPI’s FDA-licensed campus. This new facility will be designed specifically for processing cannabidiol (CBD) products, including edible CBD products, in a regulated environment. This new automated facility is being designed to process up to 90,000 liters of raw crude product per year from the industrial hemp currently being produced by UPPR, and to process all of BWI’s edible CBD products in conformance with current and future FDA Regulations.

Marketing Objectives

We have identified and have begun market penetration of a market niche of high-end and luxury consumers of specialized nutraceutical products, with a particular emphasis on the fast-growing vapor products market. 

To be unique among other suppliers of specialty nutraceutical, supplements, CBD and vapor products, the Company is presently planning to construct a state-of-the-art a modular mixing/filling facility which will specialize in small to medium size production runs ideally suited for private “white label” fulfillment. In addition, the Company’s in-house labeling and marketing services will provide a distinctive competitive advantage by providing customers with their own line of custom-designed, cutting edge products, and our fulfillment and shipping services will provide all of the logistical support required by our customers.

Our direct-to-consumer sales of our “Dr. Tom’s” branded CBD products was launched on a limited basis in January 2019, following the Federal legalization of hemp products and hemp-derived CBD oil and products. We expect that sales through our www.drtomscbd.com website will be a significant source of revenues for the Company going forward, as we expand marketing efforts utilizing a portion of the proceeds of this offering.

We are positioning our Company as the premier, customer-service-orientated production and marketing facility for a wide variety of nutraceutical, supplements, CBD products, and vapor product wholesalers and retailers in addition to our direct - to - consumers sales, through internet sales on our website.

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Our competitive edge is providing a wide range of services with superior pricing. Generally, it is not a sustainable practice to compete on price. This is the case because it is based on the assumption that the competition has the same cost structure, so in order to compete on price you have to accept smaller margins which over time will erode the business model and profitability. However, our personal service, knowledge of our customer’s products and markets, and ability to scale quickly to meet our customer’s growing requirements gives us the ability to compete on pricing with even our largest competitors.

The Company intends to establish a unique position as a packaging and fulfillment specialist, with its revenue growth and stability based upon being the developer, producer, marketer and distributor of private-label products in the rapidly growing nutraceutical, supplements and vapor products markets. This vertically-integrated strategy not only protects the client base from other potential suppliers and provides direct on-going dialogue as a 'partner' with our customers, but also provides higher margins by removing the middle man (distributor) and creates additional barriers-to-entry for future potential competitors.

Business relationships in our target market are primarily based on credibility and referrals, and despite its burgeoning growth it still remains a relatively insulated industry. As a result of its individualized marketing approach, the Company intends to establish itself as a leader in unique and specialized product development. The wide variety of products offered by the Company, as well as the vertical integration which will be afforded by its in-house development, formulation, production, marketing, and fulfillment capabilities, provides ample growth opportunity by replacing other suppliers who are not able to provide individualized private-label formulations.

Government Regulation

We are subject to local and federal laws in our operating jurisdictions.   The Agriculture Improvement Act of 2018 known as the "2018 Farm Bill" is United States federal legislation signed into law on December 20, 2018 which provides much of the legal framework for the hemp-based CBD product category.   The 2018 Farm Bill permanently removed “hemp” from the purview of the Controlled Substances Act, and accordingly, the Drug Enforcement Administration (“DEA”) no longer has any claim to interfere with or otherwise regulate the interstate commerce of hemp products.

While the DEA is now officially not involved in hemp regulation, the FDA retains its authority to regulate ingestible and topical products, including those that contain hemp and hemp extracts such as CBD. A range of federal regulations govern our product development, manufacturing, distribution, sales and marketing, including the Dietary Supplement Health and Education Act of 1994 (the “DSHEA”).   Under the DSHEA, supplements are effectively regulated by the FDA for Good Manufacturing Practices under 21 CFR Part 111.  

The DSHEA defines a “dietary supplement” as a product intended to supplement the diet that contains one or more of the following: (a) a vitamin; (b) a mineral; (c) an herb or other botanical; (d) an amino acid; (e) a dietary substance for use by man to supplement the diet by increasing the total dietary intake; or (f) a concentrate, metabolite, constituent, extract, or combination of any ingredient described in clause (a) through (e).  Thus, the law permits a wide range of dietary ingredients in dietary supplements, including CBD which is an extract of a botanical (Cannabis sativa L. plant). CBD also falls under clause (e) as it is a dietary substance for use by man to supplement the diet by increasing the total dietary intake. 

However, the FDA or particular states may ultimately prohibit the sale of some or all dietary supplements or conventional foods containing U.S. hemp and U.S. hemp-derived ingredients, including CBD and we may be required to submit a New Dietary Ingredient notification to the FDA, which may not be accepted without objection. Under the 2018 Farm Bill, the FDA has retained authority over the Federal Food, Drug, and Cosmetic Act-regulated products (e.g., drugs (human and animal), food (human and animal), dietary supplements and cosmetics) containing U.S. hemp and U.S. hemp-derived ingredients, including CBD.

In addition, until the FDA formally adopts regulations with respect to CBD products or announces an official position with respect to CBD products, there is a risk that the FDA could take enforcement action (e.g., “Warning Letter,” seizure, injunction) against the Company’s U.S. hemp-derived CBD products sold in the U.S. Moreover, states have retained regulatory authority through their own analogues to the Federal Food, Drug and Cosmetic Act, and the states may diverge from the federal treatment of the use of U.S. hemp as, or in, food, dietary supplements or cosmetic products. The FDA or applicable states (under their CSA and Federal Food, Drug, and Cosmetic Act analogues) may ultimately not permit the sale of non-pharmaceutical products containing hemp-derived ingredients, including CBD, which would have a material adverse impact on our business, financial condition and results of operations.

Manufacturing

The Company's products are presently manufactured by non-affiliated contract manufacturers operating under confidentiality agreements with respect to the Company’s proprietary formulations. The Company operates its own filling, labeling, and shipping/logistics operations. A portion of the proceeds of this Offering are planned to be utilized to acquire and build-out our own manufacturing and production facility and to obtain the required manufacturing license for our new facility, which will reduce or eliminate the necessity of relying on third-party manufacturers. If consummated, the joint venture facility described above will satisfy most of our manufacturing requirements, but our “Use of Proceeds” also provides for the purchase of additional in-house manufacturing equipment.

Competition

Our business operations and the services we provide to our customers competes directly with entrenched, well‑funded and highly regarded multi-national competitors such as Hippo Premium Packaging, Green Leaf Packaging, and DizPot Packaging. These competitors may be able to secure products from vendors on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or inventory availability policies than we can.

We believe that our ability to compete successfully depends on many factors, including the quality of our products, the market acceptance of our products, and the success of our sales and marketing efforts.

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Employees

At December 31, 2019, we had six salaried employees and ten hourly employees contracted through a non-affiliated agency. The Company expects to add additional hourly employees or contractors as our new production facility is completed and becomes operational, as well additional professional salaried employees. Proceeds of this Offering may be utilized for salaries and contracted labor expenses, including salaries for Officers and managerial employees of the Company.

Properties

Our principal office facility is located at 303 East 4th Street, Los Angeles, CA 90013. This facility is rented pursuant to a month-to-month lease, at a cost of $2,500 per month. The Company’s new manufacturing and distribution facility is presently under construction in an 8000 square foot warehouse/light industrial space located in Los Angeles, CA. This facility is leased pursuant to a lease which expires on December 31, 2020, at a cost of $22,500 per month, which is presently being paid by Ian Gilbey, the Company’s President. Upon completion of this Offering, the monthly rental will become an obligation of the Company. We believe that these lease arrangements are adequate for our immediately foreseeable business needs.

Description of Rights of Classes of Stock and Warrants

The total number of shares of stock the Company is authorized to issue is 70,000,000 Shares of Common Stock ($.0001 par value). At January 31, 2020, the Company had 23,589,000 shares of Common Stock issued and outstanding. At December 31, 2019, the Company had outstanding 3,100,000 Class “A” Common Stock Purchase Warrants, Exercisable at $1.00 per Share; 668,000 Class “B” Common Stock Purchase Warrants, Exercisable at $4.00 per Shares; 668,000 Class “C” Common Stock Purchase Warrants, Exercisable at $5.00 per Share; and 668,000 Class “D” Common Stock Purchase Warrants, Exercisable at $6.00 per Share. All of the Warrants will expire on December 31, 2022.

All Shares of Common Stock shall be identical and have full voting rights. The Shares of Common Stock issuable upon exercise of the Class A”,“B”, “C”, and “D” Common Stock Purchase Warrants shall, upon exercise, have full voting rights.

The Class “A” Common Stock Purchase Warrants were granted at the date of inception of the Company to certain founders. The Class “A” warrants are not exercisable until January 1, 2021 and expire on December 31, 2022. The Class “B”, “C” and “D” warrants were included in the stock units purchased by investors as described in this offering. These warrants are exercisable immediately and expire on December 31, 2022. The Company has valued the stock warrants at $0 due to the uncertainty of the success of the offering; the absence of a market value for the stock; the unknown effect of the COVID-19 pandemic, and the results of the calculations derived using the Black-Scholes Merton method. The significant assumptions used were:

Risk-free interest rate	Range from 1.69% - 2.23%
Expected life of grants	3 to 3.76 years
Expected volatility of underlying stock	0% (1)
Dividends	0%

(1) The Company has no trading history and may not achieve public company status, and the stock unit offering price has not changed. The exercise price of the warrants exceeds the underlying price of the stock unit. The warrant transactions are included in additional paid in capital.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our plan of operation and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this offering circular. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our 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. These risks and other factors include, among others, those listed under “forward-looking statements” and “risk factors” and those included elsewhere in this report.

RESULTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2019 AND 2018

Revenues

Our total revenue reported for the year ended March 31, 2019 was $467,801, compared with $13,885 for the year ended March 31, 2018.

This increase in revenues is due to the fact that the Company commenced its business operations in March 2018. We expect our revenues to increase in future quarters as a result of our increased manufacturing, joint ventures and other marketing initiatives.

Cost of Revenues

Our total cost of revenues for the year ended March 31, 2019 was $472,408, compared with $4,949 for the year ended March 31, 2018.

We expect that as we ramp-up production and sales of our Beyond Wellness and Dr. Tom’s products and rely less on outside contract manufacturers. Our target is an average minimum gross margin of 40% on our product sales.

Operating Expenses

Operating expenses increased to $444,936 for the year ended March 31, 2019 from $2,142 for the year ended March 31, 2018. The increase in operating expenses is a result of increasing our business operations from our start-up year.

We expect to incur significantly more in operating expenses for the year ended March 31, 2020 as a result of the increase in our manufacturing capacity and our increased costs of sales and marketing. In addition, we expect to incur an increase in professional fees as a result of the increased costs associated with this Offering.

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Other Expenses/Other Income

We had other expenses of $49,730 for the year ended March 31, 2019, as compared with other expenses of $0 for the same period ended 2018. The increase in other expenses is a result of our interest expense of $49,730 for the year ended March 31, 2019.

Net Profit (Loss)

We finished the year ended March 31, 2019 with a loss of ($499,274), as compared to a net profit of $6,794 for the year ended March 31, 2018.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2020

Revenues

Our total revenue reported for the nine months ended December 31, 2019 was $95,098, compared with $299,209 for the nine months ended December 31, 2018.

This decrease in revenues for the nine months ended December 31, 2019 was due to a decrease in marketing efforts as we redesigned our Dr. Tom’s CBD product line and decreased unprofitable contract manufacturing capacity. We expect our revenues to significantly increase in future quarters as a result of our increased in-house manufacturing capacity, as well as our joint ventures and other marketing initiatives.

Cost of Revenues

Our total cost of revenues for the nine months ended December 31, 2019 was $38,214, compared with $391,672 for the nine months ended December 31, 2018, which was our start-up period and required significant contract manufacturing expenses to build up our product inventory.

Operating Expenses

Operating expenses decreased to $274,143 for the nine months ended December 31, 2019 from $350,037 for the nine months ended December 31, 2018. The decrease in operating expenses is a result of our decreased contract manufacturing and marketing operations during the nine months ended December 31, 2019.

We expect to incur significantly more in operating expenses for the nine months ending December 31, 2020, and for the fiscal year ended March 31, 2021 as a result of the increase in our manufacturing capacity and our increased costs of sales and marketing, and the growth of our business as a result of access to the capital raised in this offering.  In addition, we expect to incur an increase in professional fees as a result of the increased costs of reporting with the Securities and Exchange Commission.

Other Expenses/Other Income

We incurred $12,000 of interest expense due to a note payable during the nine months ended December 31, 2019 compared to $0 interest in the comparative period as the transaction did not occur during the 2018 period

Net Loss

We finished the nine months ended December 31, 2019 with a loss of $229,259, as compared to a net loss of $442,500 during the nine months ended December 31, 2018. This reduction in our Net Loss in the period ended December 31, 2019 is primarily due to decreased general and administrative costs, warehouse rent, and interest.

Liquidity and Capital Resources

As of December 31, 2019, we had total current assets of $208,227 and current liabilities of $637,953, resulting in a working capital deficit of $429,726.

Our operating activities used $246,738 in cash for the nine months ended December 31, 2019 as compared with cash used of $320,333 from operating activities in the nine months ended December 31, 2018.

Financing activities provided $228,000 in cash for the nine months ended December 31, 2019 compared with $930,000 used in the nine months ended December 31, 2018. Our positive financing cash flow in 2019 was largely the result of proceeds from contributed capital and convertible debt.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Impact of the Covid-19 Pandemic

The COVID-19 pandemic has negatively affected the U.S. and global economy, resulted in significant travel restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our customers, employees, suppliers and sales network. While the COVID-19 pandemic did not have a material adverse effect on our reported results for our fourth quarter of fiscal 2019, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

We are presently in the start-up phase of our product roll-out, and to date have not seen our business operations or planning process negatively impacted by government-imposed business and retail restrictions. To date, our product sales have been primarily through an online, direct-to consumer (DTC) sales process, and we expect to have this reliance on DTC sales continue to increase as we ramp-up our production and sales. As the retail environment improves, we expect to expand our distribution to include retail sales outlets.

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Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the year ended March 31, 2019 or the nine months ended December 31, 2019.

Critical Accounting Polices

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed in Note 2 of our unaudited consolidated financial statements included in this Offering Circular with the Securities and Exchange Commission.

Off Balance Sheet Arrangements

As of March 31, 2020, there were no off-balance sheet arrangements.

Recent Accounting Pronouncements

The recent accounting pronouncements that are material to our financial statements are disclosed in Note 2 of our consolidated unaudited financial statements included in this Offering Circular filed with the Securities and Exchange Commission and in Note 2 of our unaudited consolidated financial statements included herein.

Current and Future Financing Needs

Management recognizes the Company’s need for capital is paramount to its future success and requires obtaining the funds being raised in this Offering. Management believes that this is the primary key to achieving success. The actual funds we will need to operate are subject to many factors, some of which are beyond our control.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred a cumulative net loss of $721,739 as of December 31, 2019 and $492,480 as of March 31, 2019 and used substantially all of our cash in our operating activities since inception. The Company’s ability to continue as a going concern is contingent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption. The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others

Related Party Transactions

From the period of inception (November 17, 2017) through December 31, 2019, the Company had the following related party transactions:

On November 17, 2017, the Company issued 19,650,000 shares to its officers and founders in exchange for organizational and management services, in lieu of cash compensation valued at $1,965.

In September 2018, the Company acquired from Zeppoli Holdings Trust, LLC certain intellectual property including the tradename “Dr. Tom’s”, the URL and website www.drtomscbd.com, and all products marketed under the “Dr. Tom’s” tradename and style. The acquisition cost was $500,000 and 2,450,000 shares of Common Stock. Peter Berkman, Esq., a Director of the Company, is a principal of Zeppoli Holdings Trust LLC, and is also a founder and a shareholder of the Company. The transaction was not a business combination or acquisition of a business.

On September 30, 2018, the Company converted $88,000 of Shareholder Loans due to Ian Gilbey, President of the Company, which represented lease payments made by Mr. Gilbey on behalf of the Company. The Shareholder Loan was converted into 88,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Mr. Gilbey at March 31, 2019.

On September 30, 2018, the Company converted $18,000 of Shareholder Loans due to Zeppoli Holdings Trust, LLC, a shareholder of the Company, which represented interest payments made by the shareholder on ehalf of the interest due to a third party creditor of the Company at a rate of $4500 per month commencing May 4, 2018. The Shareholder Loan was converted into 18,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Zeppoli Holdings Trust LLC at March 31, 2019.

On November 4, 2018, the Company issued 100,000 shares of Common Stock to two shareholders in exchange for financial advisory services, including 50,000 Shares issued to Peter Berkman, a Director and General Counsel of the Company. The Company recognized an expense of $10 using the valuation at the inception date.

During the year ended March 31, 2019, the Company issued 390,000 shares of common stock for consulting services. The Company recognized an expense of $39 using the same valuation as the original issuance on November 17, 2017. Included in these transactions was the issuance of 355,00 shares of common stock to a related party, a member of Zeppoli Holdings Trust LLC, and an expense was recorded for $35 using the valuation at the inception date.

On March 31, 2019 the Company issued 75,000 to each of the three members of the Board of Directors totaling 225,000 shares of common stock. The Company recognized an expense of $22 using the same valuation as the original issuance on November 17, 2017.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share.

Convertible Notes

The Company has authorized the issuance of up to $500,000 of Convertible Notes which may, at the option of their holders, be converted into a maximum of 500,000 Shares of Common Stock of the Company at an exercise price of $1.00 per Share, at any time prior to the Maturity Date. On May 4, 2018, the Company issued a six-month $300,000 Convertible Note to an unrelated third-party, which Note was extended on November 4, 2019 for an additional three months, with an interest rate of 12% per annum. This Note currently has a Maturity Date of June 4, 2020, and may at the Holder’s option, be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share.

Facilities Investment

The Company leases a warehouse and has incurred $69,298 in capital expenditures in this facility, which is reflected in Construction in Progress on the Balance Sheet.

Plan of Operations

Management of the Company intends to use a substantial portion of the net proceeds for completion of the manufacturing facility, marketing and product development, and general working capital, and, once certain funding milestones are met, to move into full implementation of our business plan. The Company plans to continue to reach out to strategic partners for alliances to further strengthen its positions.

In our opinion, the proceeds from this Offering may not satisfy our cash requirements indefinitely, so we anticipate that it will be necessary to raise additional funds to implement the plan of operations as it evolves over time. During that time frame, we may not be able to satisfy our cash requirements through sales and the proceeds from this Offering alone, and therefore we anticipate that we will need to attempt to raise additional capital through the sale of additional securities in additional Offerings, or through other methods of obtaining financing such as through loans or other types of debt. We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all.

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Intellectual Property

In September, 2018, the Company acquired all world-wide rights, title, and interest in and to the “Dr. Tom’s” tradename, product line, formulations, packaging, and the website www.drtomscbd.com, and we believe that we hold certain protections and common law trademark and trade name rights as well as held trade secrets. This acquisition included the “Dr. Tom’s” trademark which has been registered with the U.S. Patent and Trademark Office.

In the future, we may make applications to seek protections using best efforts to ensure the rights to all intellectual property potentially held are adequately protected. However, our business is not, and in the future, we do not expect our business to be dependent on intellectual property.

Trend Information

Because we are still in the startup phase and have only recently launched the Company, we are unable to identify any recent trends in site visitations, revenue or expenses since the latest financial year. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

We have identified the policies outlined in this Offering Circular and attachments as critical to our business operations and an understanding of our results of operations. Those policies outlined are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Revenue Recognition

The Company had revenue of $576,804 since its inception through December 31, 2019. The Company had no product returns during this inception period.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months.

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MANAGEMENT

Directors, Executive Officers and Significant Employees

The directors, executive officers and significant employees of the Company as of the date of this filing are as follows:

Name	Position	Age	Term of Office
Executive Officers
IAN GILBEY	President, Dir.	51	Inception to present
BRADLEY WILSON	Secretary, Dir.	60	Inception to present
Directors
PETER BERKMAN, ESQ.	Director	64	Inception to present
HOUMAN DANESH, MD	Director	42	March 31, 2019 to present
ARTHUR FISHER	Director	72	March 31, 2019 to present

As of the date of this filing, the Company has no employees or executives employed pursuant to employment agreements.

The number of business and direct personnel hired by the Company will scale based upon funds raised in the equity crowdfunding Offering and as operating needs warrant. Certain skilled executive positions, such as a Chief Compliance Officer to manage licensing and distribution requirements, will be filled in a timely fashion as the business progresses.

The Company’s Board of Directors serve unless and until a successor is elected and qualified. Board members who are employees of the Company currently do not receive compensation for attendance in board meetings, but may be reimbursed for reasonable expenses incurred during the course of their performance. Our non-employee independent Directors receive an annual stipend of $20,000, payable on a quarterly basis, as well as reimbursing them for Company-related travel and Board-related expenses.

IAN GILBEY, President and Director

Mr. Gilbey, age 51, is a founder of the Company as well as an Officer and Director since its inception. Since June 2013, Mr. Gilbey has served as a Director of Occidental Development Group, Inc., a publicly traded company. Mr. Gilbey is an accomplished senior financial consultant with a background that includes over 18 years in the financial markets where he has developed extensive industry relationships in the origination and execution of a broad range of strategic transactions. His responsibilities have included handling domestic mergers and acquisitions, raising venture capital, public Offerings and the raising of capital for publicly traded, sponsor owned and private corporations.

Mr. Gilbey started his financial career as an account executive reporting to the Senior Vice President of Sutro in May 1994, where he became licensed for both Series 7 and Series 63. In July 1995 he joined The Boston Group, where he was involved in raising capital for initial public Offerings (IPO's), such as BJ's Restaurants, En Point Computers and Jerry's Famous Deli. In 1997 he developed a team for managing multi-million dollar portfolios in equity funds, bonds and IPO's and moved the group to Prudential Securities in March 1997. In September 2002, Mr. Gilbey joined Noble Capital in Florida, where he was responsible for raising investment capital for managed portfolios by developing network television financial infomercials and radio talk show news programming. In May 2003 he joined a market neutral hedge fund, Tide Water Capital, where he was responsible for the trading desk, raising capital and product review.

Since 2006 Mr. Gilbey has been an independent consultant assisting companies achieve their corporate goals. His activities have included: corporate structuring for public markets, establishing share structures for internal ownership and public equity, and general corporate development. He has worked with company boards, CEO's, legal departments, corporate investor relations and corporate marketing teams. Mr. Gilbey graduated from Thomas Bennett Community College, Crawley, England in 1986 and during 1991 attended Santa Monica Community College, Business Program.

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BRADLEY WILSON, Secretary and Director

Bradley Wilson is a Senior Partner at Rainman Capital, Toronto, Canada and Miami, Florida, who has earned a reputation as a leading consultant focusing on mergers, acquisitions, corporate finance, restructuring and valuation advisory services, particularly in the real estate industry.

Mr. Wilson has worked in the investment dealer and the commercial real estate fields for more than thirty years. During this time, he has successfully completed many mergers, structuring of public Offerings and raised capital for private and publicly traded companies, working with projects and syndications from $2,000,000 to $20,000,000. Bradley has previously been involved in the restructuring of two publicly traded shell companies, National Asset Recovery Corp. and Eye City.com, Inc., and is currently working on a number of projects and real estate developments. He is currently the President and a principal shareholder of Eye City.com, Inc. He is a graduate of Ryerson University in Toronto.

PETER BERKMAN, ESQ., Director

Peter Berkman, Esq. has been a Founder and a Director of the Company since its inception in November 2017. He is the founder and principal of Peter Berkman Attorney at Law PLLC, a Florida-licensed law firm, and Peter Berkman Properties, a licensed Real Estate Broker in Florida and South Carolina. He presently serves as a Director and General Counsel of the Company.

From 1981 to 1997, Mr. Berkman held ownership and management positions in the securities industry, initially from 1981 to 1988 as a Principal and Equity and Options Specialist with Berkman & Leff, a Member of the New York and American Stock Exchanges, and from 1988 to 1997 as Vice President, Compliance Officer and Options Principal for Empire State Securities. His duties included all aspects of regulatory compliance, Exchange trading, market-making, and branch office oversight. From 1993 to 2002, Mr. Berkman served as Chief Financial Officer for Carolina Performance, Inc., a Charleston, SC-based entertainment and hospitality company, where he was responsible for strategic and financial planning, contract negotiations, and the company’s acquisition and development program. Mr. Berkman received his Bachelor of Business Administration degree in Accounting and Finance from Emory University, where he was a Founding Member of the Beta Alpha Psi Financial Honor Society, and his Juris Doctor degree from the University of Miami.

Mr. Berkman is a Member of the Bar of the State of Florida, the United States District Courts for the Southern and Central Districts of Florida, and the United States Bankruptcy Court. He is also licensed as a Real Estate Broker in the States of Florida and South Carolina. His professional memberships include the Florida Bar Association, the American Bar Association, the National Association of Realtors, and the Florida Association of Realtors.

HOUMAN DANESH, MD, Director and Medical Consultant

Houman Danesh, MD, is a graduate of the University of California at Los Angeles, where he earned his Bachelor’s Degree in Psychobiology, and Georgetown University, where he obtained a Master’s degree in Physiology and Biophysics. He completed his medical School training at the Virginia Commonwealth University School of Medicine. Following a medical internship at Long Island College Hospital, Dr. Danesh completed his residency in Physical Medicine and Rehabilitation at Mount Sinai in New York, and additionally completed his Fellowship in Pain Medicine at Mount Sinai. Dr. Danesh is also certified in Medical Acupuncture. He has given grand rounds on the benefits of yoga for low back pain and is also actively involved in research of yoga, acupuncture, and pain management.

Dr. Danesh has a particular interest in combining the benefits of interventional pain management (including transforaminal epidural injections, facet blocks, spinal cord stimulator trials, kyphoplasty, and ablations) with acupuncture, guasha, yoga, cupping, and physical therapy. He has spearheaded the creation of the Division of Integrative Pain Management that he is directing within the Mount Sinai FPA Pain Management practice.

Dr. Danesh’s background and his approach to pain management provide an individualized integrative approach to helping patients in pain. Dr. Danesh’s background and his approach to pain management provide an individualized integrative approach to helping patients in pain. He is Certified in Physical Medicine and Rehabilitation by the American Board of Pain Management.

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Dr, Danesh’s professional publications include:

Battlefield acupuncture to treat low back pain in the emergency department.

Neuropathic Pain Syndromes in Neuroborreliosis

In Response to: Platelet-Rich Plasma Therapy and Antithrombotic Drugs.

Timing of Platelet Rich Plasma Injections During Antithrombotic Therapy.

Neuromodulation of the Cervical Dorsal Root Ganglion for Upper Extremity Complex Regional Pain Syndrome-Case Report.

Dr. Danesh was appointed as a Director and Medical Consultant on March 31, 2019.

ARTHUR FISHER, Director

Mr. Fisher was appointed to the Board of Directors on March 31, 2019. Mr. Fisher, age 72, has achieved substantial success and extensive experience in the foodservice industry, after graduating Northeastern University (BBA 1970).

He has served as Vice President for Contract Sales for The Same Tell Companies upon joining the company in 2005. During that period Mr. Fisher also held that position for a subsidiary, Paramount Restaurant Supply, upon its acquisition by The Sam Tell Companies.

Prior to Sam Tell Companies, Mr. Fisher was Vice President at H Weiss Company between 1997 and 2005, and CEO of CBR Foodservice Equipment between 1971 and 1996, both companies also operating in the foodservice equipment industry.

He has served as a board member of the Foodservice Equipment Distributors Association, a trade association in North America, with the mission of protecting the members legal and financial interests and to ensure it meets strategic goals for advocacy, service and education within the industry. Mr. Fisher is currently a member of several trade associations within the Food Service Industry, including The Society for Foodservice Management, the North American Association of Food Equipment Manufacturers, where he holds the designation of CFSP, and the National Society for Healthcare Foodservice Management.

As testament to his accomplishments, In 2017 Mr. Fisher was recognized by the AJC for exemplary leadership and commitment of giving back to the community.

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COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS

From inception in November, 2017 to the date of this Offering, the Company has paid no compensation to its officers or directors. The Company may hire additional officers in the future and pay them directly, and may choose to compensate its directors in the future.

Name	Capacity in which compensation was received	Cash Compensation($)		Other Compensation ($)			Total Compensation($)
Executive Officers
Ian Gilbey	President	$	0	$	1,420	(1)	$	1,420
Bradley Wilson	Secretary	$	0	$	10	(1)	$	10
Directors
Peter Berkman, Esq.	Director	$	0	$	25	(1)	$	25
Houman Danesh, MD	Director	$	0	$	0		$	0
Arthur Fisher	Director	$	0	$	0		$	0

(1) Represents original stock issue at date of incorporation.

Broker Dealer Agreements

The Company currently does not have any broker dealer agreements.

Employment Agreements

The Company has not entered into any employment agreements with its executive officers or other employees to date. It may enter into employment agreements with them in the future.

Stock Incentive Plan

In the future, the Company may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided upon as of the date of this Offering. Stock options or a significant equity ownership position in the Company may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

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Board of Directors

Our board of directors currently consists of five directors:

Ian Gilbey

Peter Berkman, Esq.

Bradley Wilson

Houman Danesh, MD

Arthur Fisher

Mr. Berkman, Dr. Danesh, and Mr. Fisher are considered to be “independent” as defined in Rule 4200 of FINRA’s listing standards. We may appoint additional independent director(s) to our board of directors in the future, particularly to serve on appropriate committees should they be established.

Committees of the Board of Directors

We have established an Audit Committee, consisting of Mr. Wilson, Mr. Berkman, and Dr. Danesh. In the future, we may a compensation committee, a nominating and governance committee and other committees to our Board of Directors but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors.

Director Compensation

We currently have established an annual stipend of $20,000 effective September 1, 2019 for our non-employee independent Directors; Mr. Berkman, Dr. Danesh, and Mr. Fisher payable on a quarterly basis, as well as reimbursing them for Company-related travel and Board-related expenses. 

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Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws limit the liability of directors and officers of the Company. The Bylaws state that the Company shall indemnify, in accordance with and to the full extent now or hereafter permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the corporation), by reason of his or her acting as a director or officer of the corporation (or a director or officer serving at the request of the corporation in any other capacity for or on behalf of the corporation) against any expenses (including attorneys’ fees, judgments, fines, ERISA or other excise taxes, penalties and amounts paid in settlement) actually and reasonably incurred by such director or officer in respect thereof; provided, however, that, the corporation shall not be obligated to indemnify any such director or officer with respect to proceedings, claims or actions initiated or brought voluntarily by such director and not by way of defense. Expenses that may be subject to indemnification hereunder shall be paid in advance of the final disposition of the action, suit or proceeding to the full extent permitted by Nevada law subject to the corporation’s receipt of any undertaking required thereby. The provisions of this article of the Company’s Bylaws shall be deemed to constitute a contract between the Company and each director or officer who serves in such capacity at any time while this article and the relevant provisions of Nevada law are in effect, and each such director or officer shall be deemed to be serving as such in reliance on the provisions of this article of the Company’s Bylaws, and any repeal of any such provisions or of such article of the Company’s Bylaws shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. If a claim under this article of the Company’s Bylaws is not paid in full within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been provided to the corporation) that the claimant has not met the standards of conduct that make it permissible under Nevada law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because the claimant has met the applicable standard of conduct set forth in the Nevada law, nor an actual determination by the corporation that the claimant has not met such standard of conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

The rights of indemnification and advancement provided by this article of the Company’s Bylaws are not exclusive of any other right to indemnification or advancement provided by law, agreement or otherwise, and shall apply to actions, suits or proceedings commenced after the date hereof, whether or not arising from acts or omissions occurring before or after the adoption hereof, and shall continue as to a person who has ceased to be a director or officer of the corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Officers, Directors, and controlling purposes by our Certificate of Incorporation, our By-Laws and the laws of the State of Nevada, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification. For additional information on indemnification and limitations on liability of our directors and officers, please review the Company’s Bylaws, which are an Exhibit to this Offering Circular.

SECURITY OWNERSHIP OF MANAGEMENT AND

CERTAIN SECURITY HOLDERS

Beneficial ownership is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options that are currently exercisable or exercisable within 60 days. Each director or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply. Except as otherwise noted below, the address for each person or entity listed in the table is c/o Beyond Wellness International, Inc., 303 East 4th Street, Los Angeles, CA 90013

The following table sets forth information regarding beneficial ownership of our Common Stock by any of our directors or executive officers, our Directors and Officers as a group, and holders of 5% or more of our Common Stock as of March 31, 2020:

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CAPITALIZATION TABLE ILLUSTRATING OFFICERS, DIRECTORS, AND 5% HOLDERS

SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31, 2020

	Common Stock Prior					Common Stock After
	To The Offering (4)		%			The Offering(5)		%
Director and Officer
Ian Gilbey (1)		10,088,000		42	%		10,088,000		39	%
Peter Berkman, Esq, (2) (3)		1,037,500		4	%		1,037,500		4	%
Houman Danesh, MD (2)		75,000		<1	%		75,000		<1	%
Arthur Fisher (2)		75,000		<1	%		75,000		<1	%
Bradley Wilson (1)		100,000		<1	%		100,000		<1	%
Directors & Officers as a Group		11,375,500		48	%		11,375,000		48	%
5% or Greater Shareholders
Zeppoli Holdings Trust LLC		4,323,000		18	%		4,323,000		17	%
18865 State Road 54,#110
Lutz, FL 33558

___________

(1)	Officer and Director
(2)	Director
(3)	Includes 412,500 Shares owned by Waterford Group LLC, in which Mr. Berkman has a 41.25% beneficial interest.
(4)	Based on 23,589,000 Shares outstanding on January 31, 2020
(5)	Based on the maximum sale of 2,000,000 Shares in this Offering

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SECURITIES BEING OFFERED

This Offering (the “Offering”) consists of 20,000 Units (the “Units” or individually, each a “Unit”) that are being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. Each Unit consists of one hundred (100) Shares of Common Stock (the “Shares”) and one hundred (100) Series “B” Common Stock Purchase Warrants (the “Class B Warrants”). The Units are being sold directly by Beyond Wellness International, Inc., a Nevada Corporation (“BWI” or the “Company”). There are 20,000 Units being offered at a price of $300.00 per Unit with a minimum purchase of One (1) Unit per investor. The Units are being offered on a best efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company. The maximum aggregate amount of the Units offered is $6,000,000.00 (the “Maximum Offering”). There is no minimum number of Units that needs to be sold in order for funds to be released to the Company and for this Offering to close. The Shares of Common Stock, when issued, will be fully paid and non-assessable.

There are no other classes of stock in the Company as of the date of this Offering. The Company does not expect to create any additional classes of stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its Common Stock if it chooses to do so.

The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to the rights of holders of additional classes of securities, if any), in the discretion of the Company’s Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company’s Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

There is no minimum number of Units that needs to be sold in order for funds to be released to the Company and for this Offering to close. The Company anticipates numerous closings to take place during the Offering.

The minimum subscription that will be accepted from an investor is Three Hundred Dollars ($300.00) (the "Minimum Subscription"). A subscription for Three Hundred Dollars ($300.00) or more in the Units may be made only by tendering to the Company’s Escrow Agent the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire or ACH (or other payment methods the Company may later add). The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the expiration date or until the offer is accepted or rejected by the Company, whichever occurs first.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

DESCRIPTION OF CAPITAL STOCK

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to the Beyond Wellness International, Inc. articles of incorporation and bylaws, which are included as exhibits to the offering statement of which this offering circular forms a part, and the applicable provisions of the Nevada Revised Statutes.

Our amended and restated articles of incorporation to be in effect prior to the completion of this offering will authorize us to issue up to 70,000,000 shares of common stock. Our outstanding $300,000 12% unsecured promissory note will mature on June 4, 2020, and may at the option of the Holder, be converted into 300,000 Shares of Common Stock.

Our outstanding $100,000 12% unsecured promissory note will mature on June 30, 2020, and may at the option of the Holder, be converted into 100,000 Shares of Common Stock. Without giving effect to the conversion of these Notes contemporaneously with the closing of this offering, we will have 25,589,000 shares of common stock outstanding if the maximum number of shares are sold after the closing of this offering.

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Common Stock

Shares of our common stock have the following rights, preferences and privileges:

Voting

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in the case of any election of directors, which will be decided by a plurality of votes cast. There is no cumulative voting.

Dividends

Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for payment, subject to the rights of holders, if any, of any class of stock having preference over the common stock. Any decision to pay dividends on our common stock will be at the discretion of our board of directors. Our board of directors may or may not determine to declare dividends in the future. See “Dividend Policy.” The board’s determination to issue dividends will depend upon our profitability and financial condition any contractual restrictions, restrictions imposed by applicable law and the SEC, and other factors that our board of directors deems relevant.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided for payment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the common stock, if any, have received their liquidation preferences in full.

Other

Our issued and outstanding shares of common stock are fully paid and nonassessable. Holders of shares of our common stock are not entitled to preemptive rights. Shares of our common stock are not convertible into shares of any other class of capital stock, nor are they subject to any redemption or sinking fund provisions.

Common Stock Purchase Warrants

The Company currently has issued and outstanding the following Series of Common Stock Purchase Warrants.  Each Warrant is exercisable at the stated price into one (1) Share of Common Stock of the Company, during the time period indicated.

Series “A” Common Stock Purchase Warrants:  3,100,000 Warrants outstanding; Exercise Price $1.00; Exercisable starting January 1, 2021 and expiring December 31, 2022.

Series “B” Common Stock Purchase Warrants:  668,000 Warrants outstanding; Exercise Price $4.00; Exercisable immediately and expiring December 31, 2022.

Series “C” Common Stock Purchase Warrants:  668,000 Warrants outstanding; Exercise Price $5.00; Exercisable immediately and expiring December 31, 2022.

Series “D” Common Stock Purchase Warrants:  668,000 Warrants outstanding; Exercise Price $6.00; Exercisable immediately and expiring December 31, 2022.

Convertible Notes

On May 4, 2018, the Company issued a six-month $300,000 Convertible Note to an unrelated third-party, which Note was extended on November 4, 2018 for an additional nine months at an interest rate of 12%, and which may, at the option of the holder, be converted into a maximum of 300,000 Shares of Common Stock of the Company at an exercise price of $1.00 per Share, at any time prior to the Maturity Date. This Note currently has a Maturity Date of June 4, 2020.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share.

Interest on these Convertible Notes is being paid on a monthly basis.

36

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.  We are unable to estimate the number of shares of common stock that may be sold in the future.

Upon the completion of this offering, we will have 25,589,000 outstanding shares of common stock if we complete the maximum offering hereunder. All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 5% stockholders.

Rule 144

Shares of our common stock held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act. In general, under Rule 144 as currently in effect, any of our affiliates would be entitled to sell, without further registration, within any three-month period a number of shares that does not exceed the greater of:

· 1% of the number of shares of common stock then outstanding, which will equal about shares if fully subscribed; or

· the average weekly trading volume of the unrestricted common stock during the four calendar weeks preceding the filing of a Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates will also be subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

INVESTOR ELIGIBILITY STANDARDS

 
The Shares will be sold only to a person who is NOT an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person’s annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of Shares. Investor suitability standards in certain states may be higher than those described in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the Shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. Transferees of Shares will be required to meet the above suitability standards.

37

DISQUALIFYING EVENTS DISCLOSURE

Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the Offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer’s interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain “Disqualifying Events” described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company’s Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

RELATED PARTY TRANSACTIONS

From the period of inception (November 17, 2017) through December 31, 2019, the Company had the following related party transactions:

On November 17, 2017, the Company issued 19,650,000 shares to its officers and founders in exchange for organizational and management services, in lieu of cash compensation valued at $1,965.

In September 2018, the Company acquired from Zeppoli Holdings Trust, LLC certain intellectual property including the tradename “Dr. Tom’s”, the URL and website www.drtomscbd.com, and all products marketed under the “Dr. Tom’s” tradename and style. The acquisition cost was $500,000 and 2,450,000 shares of Common Stock. Peter Berkman, Esq., a Director of the Company, is a principal of Zeppoli Holdings Trust LLC, and is also a founder and a shareholder of the Company.

On September 30, 2018, the Company converted $88,000 of Shareholder Loans due to Ian Gilbey, President of the Company, which represented lease payments made by Mr. Gilbey on behalf of the Company. The Shareholder Loan was converted into 88,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Mr. Gilbey at March 31, 2019.

On September 30, 2018, the Company converted $18,000 of Shareholder Loans due to Zeppoli Holdings Trust, LLC, a shareholder of the Company, which represented interest payments made by the shareholder on ehalf of the interest due to a third party creditor of the Company at a rate of $4500 per month commencing May 4, 2018. The Shareholder Loan was converted into 18,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Zeppoli Holdings Trust LLC at March 31, 2019.

On November 4, 2018, the Company issued 100,000 shares of Common Stock to two shareholders in exchange for financial advisory services, including 50,000 Shares issued to Peter Berkman, a Director and General Counsel of the Company. The Company recognized an expense of $10 using the valuation at the inception date.

During the year ended March 31, 2019, the Company issued 390,000 shares of common stock for consulting services. The Company recognized an expense of $39 using the same valuation as the original issuance on November 17, 2017. Included in these transactions was the issuance of 355,00 shares of common stock to a related party, a member of Zeppoli Holdings Trust LLC, and an expense was recorded for $35 using the valuation at the inception date.

On March 31, 2019 the Company issued 75,000 to each of the three members of the Board of Directors totaling 225,000 shares of common stock. The Company recognized an expense of $22 using the same valuation as the original issuance on November 17, 2017.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share.

38

TRANSFER AGENT

Our Transfer Agent is ClearTrust LLC, 16540 Pointe Village Drive, Suite 205, Lutz. FL. ClearTrust is registered with the U.S. Securities and Exchange Commission.

LEGAL MATTERS

We are not a party to any pending or threatened legal proceedings or disputes, and we do not anticipate the institution of any legal proceedings. The Law Offices of Peter Berkman, Attorney at Law PLLC has acted as our legal counsel in providing a legal opinion for this filing. Mr. Berkman is a Director and shareholder of the Company.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Offering Circular as having prepared or certified any part of this Offering Circular, or having given any opinion with respect to the validity of the securities offered herein or upon other legal matters in connection with this Offering, was employed on a contingency basis or had, or is to receive, in connection with this Offering, a substantial interest, direct or indirect, in the Company, or otherwise is or has been at any time connected to the Company as a promoter, Officer, Director, or employee, except that Peter Berkman was an initial Officer and Director of the Company at the time of its incorporation in November, 2017 until his resignation as Secretary in February, 2018. Mr. Berkman remains as a Director of the Company. The Law Offices of Peter Berkman PLLC has received 500,000 Shares of Common Stock as partial consideration for his legal services. In addition, Waterford Group LLC, of which Mr. Berkman is a beneficial owner, has received 1,000,000 Shares of Common Stock and 1,000,000 Class A Warrants as consideration for corporate consulting services.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of their position, if they acted in good faith and in a manner they reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which they are to be indemnified, we must indemnify them against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

U.S Securities and Exchange Opinion on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Officers, Directors, and controlling purposes by our Certificate of Incorporation, our By-Laws and the laws of the State of Nevada, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

REPORTS

Concurrently with the filing of this Offering Circular, we will be filing a Form 8-A pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), which upon qualification of this Offering Circular by the U.S. Securities and Exchange Commission will make us subject to all of the fully-reporting requirements of the Exchange Act. In accordance with such requirements, we will furnish the following reports, statements, and tax information to each stockholder:

Reporting Requirements under the Exchange Act. We will be required to file: (i) an annual report with the SEC on Form 10-K; (ii) a quarterly report with the SEC on Form 10-Q; (iii) current reports with the SEC on Form 8-K; and Proxy Statements or Information Statements as necessary. The necessity to file current reports will be triggered by certain corporate events as required by the Exchange Act.  

Annual Reports. As soon as practicable, but in no event later than one hundred twenty (120) days after the close of our fiscal year, ending March 31, our board of directors will cause to be mailed or made available, by any reasonable means, to each Stockholder as of a date selected by the board of directors, an annual report containing financial statements of the Company for such fiscal year, presented in accordance with GAAP, including a balance sheet and statements of operations, company equity and cash flows, with such statements having been audited by an accountant selected by the board of directors. The board of directors shall be deemed to have made a report available to each Stockholder as required if it has either (i) filed such report with the SEC via its Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system and such report is publicly available on such system or (ii) made such report available on any website maintained by the Company and available for viewing by the stockholders.
 

39

AVAILABLE INFORMATION
 

We have filed with the U.S. Securities and Exchange Commission (“SEC”) a Tier II Offering Circular pursuant to Regulation “A” promulgated under the Securities Act of 1933, as amended, and concurrently have filed a Registration Statement on Form 8-A pursuant to the Exchange Act of 1934, with respect to the shares to be sold in this Offering. This Offering Circular does not contain all of the information contained in the Form 1-A as some portions have been omitted in accordance with the rules and regulations of the SEC. For further information concerning our Company and our shares of Common Stock in this Offering Circular, reference is made to the Form 1-A and the Exhibits filed therewith.

Upon the completion of this Offering, we will be subject to the information and proxy reporting requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC pursuant to the Securities Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC- 0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding Issuers that file electronically with the SEC on the EDGAR system. The address of that site is www.sec.gov.

40

Beyond Wellness International, Inc.

March 31, 2019

INDEX TO FINANCIAL STATEMENTS

Contents	Page(s)
Report of Registered Independent Public Accounting Firm	42
Balance Sheets at March 31, 2019 and 2018	43
Statements of Operations for the Year ended March 31, 2019 and for the Period November 17, 2017 (inception) to March 31, 2018	44
Statements of Stockholder's Deficit for the Year ended March 31, 2019 and for the Period November 17, 2017 (inception) to March 31, 2018	45
Statements of Cash Flow for the Year ended March 31, 2019 and for the Period November 17, 2017 (inception) to March 31, 2018	46
Notes to the Financial Statements	47

41

maughansullivanllc

A CERTIFIED PUBLIC ACCOUNTING FIRM

PCAOB REGISTERED

www.maughansullivanllc.com

REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Beyond Wellness International, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Beyond Wellness International, Inc. (the "Company") as of March 31, 2019 and 2018, the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the two-year period ended March 31, 2019, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying financials have been prepared assuming the Company will continue as a going concern. As of March 31, 2019, the Company had accumulated losses of approximately $492,480, has limited operations, and may experiences losses in the near term. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about its ability to continue as a going concern. Management's plan to continue as a going concern is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MaughanSullivan LLC

We have served as the Company’s auditor since 2020.

May 22, 2020

Manchester, VT

42

Beyond Wellness International, Inc.

Balance Sheets

	For the Year Ended			From November 11, 2017 (inception) to
	March 31,			March 31,
ASSETS	2019			2018
Current assets
Cash	$	21,692		$	8,807
Inventory		46,164			52
Prepaid expenses		7,004			-
Total current assets		74,860			8,859
Property and equipment, net		101,168			-
Intangible assets and intellectual property, net		471,078			-
Other assets		58,878			21,736
TOTAL ASSETS	$	705,984		$	30,595
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	29,149		$	-
Note Payable		300,000			-
Loan from shareholder		99,298			100
Total liabilities		428,447			100
Commitments and Contingencies
Stockholders' deficit:
Common stock, par value $.0001 per share, 70,000,000 shares authorized, 23,461,000 and 19,650,000 shares issued and
outstanding as of March 31, 2019 and 2018, respectively		2,346			1,965
Additional paid-in capital		767,671			21,736
(Accumulated deficit) retained earnings		(492,480	)		6,794
Total stockholders' equity		277,537			30,495
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	705,984		$	30,595

See accompanying notes to financial statements.

43

 
Beyond Wellness International, Inc

Statement of Operations

	For the Year Ended			From November 17, 2017 (inception) to
	March 31,			March 31,
	2019			2018
Revenues
Sales	$	168,591		$	13,885
Sales of Product income		299,210			-
Total revenue		467,801			13,885
Cost of Goods Sold
Materials - product for resale		465,504			4,949
Shipping and freight		6,905			-
Total cost of goods sold		472,408			4,949
Gross profit		(4,608	)		8,936
Expenses
General and administrative		444,936			2,142
Total operating expenses		444,936			2,142
(Loss) income from operations		(449,544	)		6,794
Other expenses
Interest expense		(49,730	)		-
Total other expense		(49,730	)		-
Net income (loss) before income taxes		(499,274	)		6,794
Provision for income taxes		-			-
Net income (loss)	$	(499,274	)	$	6,794
Net (loss) earnings per share	$	(0.02	)	$	0.00
Weighted average common shares outstanding -
Basic and diluted		20,654,567			19,650,000

See accompanying notes to financial statements.

44

Beyond Wellness International, Inc.

Statement of Stockholders’ Equity (Deficit)

For the year ended March 31, 2019

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Equity (Deficit)			Equity (Deficit)
Balance at inception November 17, 2017		-	$	-	$	-	$	-		$	-
Common stock issued at inception		19,650,000		1,965		-		-			1,965
Contribution of other asset by shareholder						21,736					21,736
Net income								6,794			6,794
Balance at March 31, 2018		19,650,000	$	1,965	$	21,736	$	6,794		$	30,495
Common stock subscriptions		540,000	$	54		639,946					640,000
Common stock issued with conversion of notes		106,000	$	11		105,989					106,000
Commons stock issued for purchase of IP		2,450,000	$	245							245
Common stock issued for consulting		490,000	$	49							49
Common stock issued for director fees		225,000	$	22							22
Adjustment
Net Loss								(499,274	)		(499,274	)
Balance at March 31, 2019		23,461,000	$	2,346	$	767,671	$	(492,480	)	$	277,537

See accompanying notes to the financial statements.

45

Beyond Wellness International, Inc.

Statements of Cash Flow

	For the year ended			From November 17, 2017 (inception) to
	March 31,			March 31,
	2019			2018
Cash flows from operating activities
Net loss	$	(499,274	)	$	6,794
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		38,667			-
Stock issued for rent expense paid by shareholder		88,000			-
Stock issued for interest expense paid by shareholder		18,000			-
Stock issued for services		71			-
Stock issued at Inception		-			1,965
Prepaid expenses		(7,004	)		-
Inventory		(46,113	)		(51	)
Other assets and deposits		(37,142	)		-
Accounts payable and accrued expenses		29,149			(1	)
Net cash used in operating activities		(415,645	)		8,707
Cash flows from investing activities
Purchase of Fixed Asset		(110,668	)		-
Purchase of intellectual property		(500,000	)		-
Net cash used in investing activities		(610,668	)		-
Cash flows from financing activities
Proceeds from issuance of stock		640,000			-
Proceeds from notes payable, third party		300,000			-
Proceeds from loans to shareholders		99,198			100
Net cash provided by financing activities		1,039,198			100
Net (decrease) increase in cash		12,885			8,807
Cash at the beginning of the year		8,807			-
Cash at the end of the year	$	21,692		$	8,807
Supplemental disclosures of cash flow information:
Cash paid for interest	$	49,730		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing transactions:
Stock Purchase of IP	$	245		$	-
Other assets for note payable to shareholder	$	-		$	21,736
Stock issued at inception	$	-		$	1,965

See accompanying notes to consolidated financial statements.

46

 
BEYOND WELLNESS INTERNATIONAL, INC.

March 31, 2019

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

BEYOND WELLNESS INTERNATIONAL, INC. (the “Company”) was incorporated under the laws of the State of Nevada on November 17, 2017. The company began business operations in May 2018. The Company’s business model involves the manufacturing, packaging, marketing, promotion and distribution of products for the health and wellness, nutraceutical and legal hemp derived CBD markets.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Financial statements reflect technical updates and reclassifications with no material effects.

Fiscal Year

The Company has elected a fiscal year ending on March 31.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 
Inventories

 
Inventories are stated at the lower of cost or net realizable value. Cost is determined using a standard costing system which approximates the first-in, first-out method. The components of inventory cost include finished product and raw materials. Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, non-conforming inventories and change in market conditions. A change in these variables could result in an adjustment to inventory.

Property and equipment

Property and equipment are recorded at cost. Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life, are charged to expense as incurred. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over the estimated useful lives of the related assets. The straight-line method of depreciation and amortization is followed for financial statement purposes. Leasehold improvements are amortized over the shorter of the life of the respective lease or the useful life of the improvements. Property and equipment are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. The useful lives established for depreciation and amortization expenses range from three to ten years.

Intangible assets

Intangible assets represent intangible assets acquired in connection with the Company’s purchase of the tradenames, URL and website ‘www.drtomscbd.com’, and the formulas of the entire product line sold under the “Dr. Tom’s” label. The intangible assets were acquired at a cost of $500,000 and the issuance of 2,450,000 shares of Common Stock. The Company recorded the purchase of the intangible assets at cost. The transaction was not a business combination or acquisition of a business.

The intangible assets are amortized using a straight-line method consistent with the expected future cash flows related to the intangible asset. The Company has established a useful life of ten years for the related intangible assets. Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable.

Measurement of the amount of impairment, if any, is based upon the difference between the asset or asset group's carrying value and fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary.  

	March 31, 2019
The gross carrying value of the intangible asset	$	500,245
Total accumulated amortization		(29,167	)
Intangible asset balance, net	$	471,078

Total amortization expense for the year ended March 31, 2019 was $29,167.

The total expected amortization expense for the succeeding five year periods ending March 31,:

2020	$	50,000
2021	$	50,000
2022	$	50,000
2023	$	50,000
2024	$	50,000

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Revenue Recognition

The Company will recognize revenue in accordance with the guidance in ASC 606, Revenue from Contracts with Customers. Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales, use, value-added, and some excise taxes. Revenue recognition is evaluated through the following five-step process:
 

1)	identification of the contract with a customer;
2)	identification of the performance obligations in the contract;
3)	determination of the transaction price;
4)	allocation of the transaction price to the performance obligations in the contract; and
5)	recognition of revenue when or as a performance obligation is satisfied. Revenue is recognized when each performance obligation is satisfied by the entity. An estimate of the variable consideration or performance obligations that an entity ultimately expects to be entitled to is included in the transaction price, and revenue is recognized upon satisfaction of the related performance obligation(s). An implicit or explicit significant financing component is taken into consideration. IP licenses must be analyzed. Each contract with customers must be analyzed for multiple elements if any element must stand alone.

Shipping and handling costs

The Company’s shipping and handling costs are included in the costs of sales for all periods presented.
 

Income Taxes

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company had no material adjustments to its liabilities for unrecognized income tax benefits.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
  
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
 

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
 

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 
The Company does not have any assets or liabilities measured at fair value on a recurring or a nonrecurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2019.
 

Fair value of financial instruments

At March 31, 2018 and 2019, the Company’s financial instruments include cash equivalents and accounts payable. The recorded values of cash equivalents and accounts payable approximate their fair values based on their short-term nature.
 

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2019.
 

Reclassification

Certain prior period amounts may have been reclassified to conform to current period presentation.
 

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

1.	Continue applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.
2.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
3.	Not to apply the recognition requirements in ASC 842 to short-term leases.
4.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

48

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, "Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs of a hosting arrangement that is a service contract will be expensed over the term of the hosting arrangement. For public business entities, the amendments in this ASU are effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The Company does not expect the adoption of ASU 2018-15 will have a material impact on its consolidated financial statements.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements.

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2019 the Company had accumulated losses of $492,480. These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company intends to seek additional revenue by increasing their national marketing and capacity for producing and selling their nutraceutical and legal hemp derived CBD health and wellness products. The Company also intends to raise capital in the market using techniques consistent with Regulation A. No assurances can be given as to the likely success of these efforts.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption. The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company’s certificate of incorporation authorizes the issuance of 70,000,000 shares of Common Stock, $.0001 par value.

Common Stock

The holders of the Company’s common stock:
 

· Have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

· Are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

· Do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

· Are entitled to one noncumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

On November 17, 2017, the Company issued 19,650,000 shares to our officers and founders in exchange for organizational and management services, in lieu of cash compensation valued at$1,965.

In September 2018, the Company acquired from Zeppoli Holdings Trust LLC certain intellectual property including the tradename “Dr. Tom’s” and its related product lines marketed under the “Dr. Tom’s” tradename and style. The acquisition cost was $500,000 in cash and 2,450,000 shares of Common Stock. The Company accounted for the transaction by recording an intangible asset of $500,245 amortizable over ten years. The transaction was not a business combination or acquisition of a business as Zeppoli Holdings Trust LLC held the rights to the intellectual property but remains as its own business entity with other business activities. The Manager and minority owner of Zeppoli Holdings Trust LLC is also a Director and shareholder of the Company.

On September 30, 2018, the Company converted $88,000 of Shareholder Loans due to Ian Gilbey, President of the Company, which represented lease payments made by Mr. Gilbey on behalf of the Company. The loan was converted into 88,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Mr. Gilbey at March 31, 2019.
 
On September 30, 2018, the Company converted $18,000 of Shareholder Loans due to Zeppoli Holdings Trust, LLC, a shareholder of the Company, which represented interest payments made by the shareholder on behalf of the interest due to a third party creditor of the Company at a rate of $4500 per month commencing May 4, 2018. The loan was converted into 18,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to this shareholder at March 31, 2019.
 

On November 4, 2018, the Company issued 100,000 shares of Common Stock to two shareholders in exchange for financial advisory services, including 50,000 Shares issued to Peter Berkman, a Director and General Counsel of the Company. An expense of $10 was recognized using the same valuation as the original issuance on November 17, 2017.

During the year ended March 31, 2019, the Company issued 390,000 shares of common stock for consulting services. The Company recognized an expense of $39 using the same valuation as the original issuance on November 17, 2017. Included in these transactions was the issuance of 355,000 shares of common stock for consulting to a related party, a member of Zeppoli Holdings Trust LLC.

On March 31, 2019 the Company issued 75,000 to each of the three members of the Board of Directors totaling 225,000 shares of common stock. The Company recognized an expense of $22 using the same valuation as the original issuance on November 17, 2017.

NOTE 5 – CONVERTIBLE NOTE

The Company has authorized the issuance of up to $500,000 of Convertible Notes which may, at the option of their holders, be converted into a maximum of 500,000 Shares of Common Stock of the Company at an exercise price of $1.00 per Share, at any time prior to the Maturity Date. On May 4, 2018, the Company issued a six-month $300,000 Convertible Note to an unrelated third party, which Note was extended on November 4, 2019 for an additional four months, with an interest rate of 12% per annum. This Note currently has a Maturity Date of June 4, 2020.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share. The transaction was not finalized until after March 31, 2019 and is not reflected in the financial statements but is disclosed as a subsequent event.

49

NOTE 6 – COMMON STOCK PURCHASE WARRANTS

The total number of shares of stock the Company is authorized to issue is 70,000,000 Shares of Common Stock ($.0001 par value). At January 31, 2020, the Company had 23,589,000 shares of Common Stock issued and outstanding. At December 31, 2019, the Company had outstanding 3,100,000 Class “A” Common Stock Purchase Warrants, Exercisable at $1.00 per Share; 668,000 Class “B” Common Stock Purchase Warrants, Exercisable at $4.00 per Shares; 668,000 Class “C” Common Stock Purchase Warrants, Exercisable at $5.00 per Share; and 668,000 Class “D” Common Stock Purchase Warrants, Exercisable at $6.00 per Share. All of the Warrants will expire on December 31, 2022.

All Shares of Common Stock shall be identical and have full voting rights. The Shares of Common Stock issuable upon exercise of the Class A”,“B”, “C”, and “D” Common Stock Purchase Warrants shall, upon exercise, have full voting rights.

The Class “A” Common Stock Purchase Warrants were granted at the date of inception of the Company to certain founders. The Class “A” warrants are not exercisable until January 1, 2021 and expire on December 31, 2022. The Class “B”, “C” and “D” warrants were included in the stock units purchased by investors as described in this offering. These warrants are exercisable immediately and expire on December 31, 2022. The Company has valued the stock warrants at $0 due to the uncertainty of the success of the offering; the absence of a market value for the stock; the unknown effect of the COVID-19 pandemic, and the results of the calculations derived using the Black-Scholes Merton method. The significant assumptions used were:

Risk-free interest rate	Range from 1.69% - 2.23%
Expected life of grants	3 to 3.76 years
Expected volatility of underlying stock	0% (1)
Dividends	0%

(1) The Company has no trading history and may not achieve public company status, and the stock unit offering price has not changed. The exercise price of the warrants exceeds the underlying price of the stock unit. The warrant transactions are included in additional paid in capital.

NOTE 7 – FACILITIES INVESTMENT

The Company leases a warehouse and has incurred $69,298 in capital expenditures in this facility, which is reflected in Construction in Progress on the Balance Sheet.
 

NOTE 8 – INCOME TAXES

At March 31, 2019 the Company has a net tax loss carryforward of $492,480 that expires in 2034. It has established a valuation allowance against the potential benefit related to this carryforward because of the uncertainty surrounding the realization of such benefit.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

No material interest or penalties on unpaid tax were recorded during the year ended March 31, 2019. At March 31, 2019 no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

Components of deferred tax assets are as follows:

	March 31, 2019			March 31, 2018
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	102,993		$	-
Less valuation allowance		(102,993	)		-
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Consolidated Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Year Ended March 31, 2018			November 17,  2017 (inception) to  March 31, 2018
Federal statutory income tax rate		21.0	%		21.0	%
Change in valuation allowance on net operating loss carry-forwards		(21.0	%)		(21.0	%)
Effective income tax rate		0.0	%		0.0	%

50

NOTE  9 – COMMITMENTS AND CONTINGENCIES

The Company is obligated to pay $2,250 per month under an operating lease agreement for office space. The lease term is 1 year. Rent expense for the period ended March 31, 2019 was $7,875 including amounts paid by the Company’s President. At March 31, 2019, minimum future rental commitments are approximately $169,920. A right of use asset or liability is not reflected in the financial statements due to the short-term basis of the lease agreement.
 

NOTE  10 – RELATED PARTY TRANSACTIONS

From the period of inception (November 17, 2017) through September 30, 2018, the Company had the following related party transactions:

On November 17, 2017, the Company issued 19,650,000 shares to its officers and founders in exchange for organizational and management services, in lieu of cash compensation valued at $1,965.

In September 2018, the Company acquired from Zeppoli Holdings Trust, LLC certain intellectual property including the tradename “Dr. Tom’s”, the URL and website www.drtomscbd.com, and all products marketed under the “Dr. Tom’s” tradename and style. The acquisition cost was $500,000 and 2,450,000 shares of Common Stock. Peter Berkman, Esq., a Director of the Company, is a principal of Zeppoli Holdings Trust LLC, and is also a founder and a shareholder of the Company.

On September 30, 2018, the Company converted $88,000 of Shareholder Loans due to Ian Gilbey, President of the Company, which represented lease payments made by Mr. Gilbey on behalf of the Company. The Shareholder Loan was converted into 88,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Mr. Gilbey at March 31, 2019. The Company recorded rent expense of $88,000.

On September 30, 2018, the Company converted $18,000 of Shareholder Loans due to Zeppoli Holdings Trust, LLC, a shareholder of the Company, which represented interest payments made by the shareholder on behalf of the interest due to a third party creditor of the Company at a rate of $4,500 per month commencing May 4, 2018. The Shareholder Loan was converted into 18,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Zeppoli Holdings Trust LLC at March 31, 2019. The Company recorded interest expense of $18,000.

On November 4, 2018, the Company issued 100,000 shares of Common Stock to two shareholders in exchange for financial advisory services, including 50,000 Shares issued to Peter Berkman, a Director and General Counsel of the Company. An expense was recorded in the amount of $10.

During the year ended March 31, 2019, the Company issued 390,000 shares of common stock for consulting services. The Company recognized an expense of $39 using the same valuation as the original issuance on November 17, 2017. Included in these transactions was the issuance of 355,00 shares of common stock a related party, a member of Zeppoli Holdings Trust LLC, and an expense was recorded for $35.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share. The cash and stock issuance did not occur until after March 31, 2019 and are not reflected in the financial statements as of March 31, 2019.

NOTE 11 – SUBSEQUENT EVENTS

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share. The cash and stock issuance did not occur until after March 31, 2019 and are not reflected in the financial statements as of March 31, 2019.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption. The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

On May 15, 2020, the Company entered into a non-binding Letter of Intent with Linear Park Marketing, Inc. (LPMI) to purchase a 39% equity interest in PrimaPharma, Inc. for total consideration of $5,000,000.   In the event that a definitive agreement is entered into on or before June 30, 2020, the terms of this purchase will be as follows:

· Total capital payment to LPMI of $5,000,000, inclusive of the $1,000,000 deposit.

· The Company to provide, upon the execution of the Definitive Agreement, a $1 million deposit. Said funds to be deposited in escrow account with legal counsel for LPMI pending completion of all required due diligence. The deposit becomes non-refundable 30 days following the date of deposit.

· Within 60 days, or less, from the Closing Date an additional payment to LPMI of $2 million.

· Within 120 days, or less, from the Closing Date an additional payment to LPMI of $2 million. In the event the Company misses the agreed payment schedule, LPMI shall provide a 10-day period to cure. If the funding is less than the agreed $5,000,000 the interest in PPI will be adjusted pro-rata.

Subsequent events have been evaluated through May 22, 2020, the date these financial statements were available to be released, and noted no other events requiring disclosure.

51

BEYOND WELLNESS INTERNATIONAL, INC.

INTERIM FINANCIAL STATEMENTS

December 31, 2019

(Unaudited)

		Pages
1)	Unaudited Condensed Balance Sheets as of December 31, 2019 and Audited as of March 31, 2019.		53
2)	Unaudited Condensed Statements of Operations for the nine months ended December 31, 2019 and 2018		54
3)	Unaudited Condensed Statements of Stockholders’ Deficit for the nine months ended December 31, 2019 and 2018		55
4)	Unaudited Condensed Statements of Cash Flows for the nine months ended December 31, 2019 And 2018		56
5)	Unaudited Notes to Condened Financial Statements.		57

52

BEYOND WELLNESS INTERNATIONAL, INC.

Condensed Balance Sheets

	December 31,			March 31,
	2019			2019
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,953		$	21,692
Accounts Receivable		-			-
Inventory		126,269			46,164
Prepaid Expenses		79,006			7,004
Total Current Assets		208,228			74,860
FIXED ASSETS (NET)
Property and Equipment		93,391			101,168
OTHER ASSETS
Intangible Assets and Intellectual Property (net)		446,078			471,078
Other Assets		64,178			58,878
TOTAL ASSETS	$	811,875		$	705,984
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	42,725		$	29,149
Customer Deposits		95,930			-
Notes Payable -Current, third party		300,000			300,000
Loan from Shareholder		99,298			99,298
Convertible note, related party		100,000			-
Total Current Liabilities		637,953			428,447
Total Liabilities		637,953			428,447
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, $.00001 par value 70,000,000 Authorized 23,589,000 and 23,461,000 Issued and Outstanding at December 31, 2019 and March 31, 2019, respectively		2,359			2,346
Additional paid-in capital		893,302			767,671
Accumulated deficit		(721,739	)		(492,480	)
Total Stockholders' Equity		173,922			277,537
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	811,875		$	705,984

The accompanying notes are an integral part of these financial statements.

53

BEYOND WELLNESS INTERNATIONAL, INC.

For the nine months ended December 31, 2019 and 2018

Condensed Statements of Operations

(Unaudited)

	For the Nine Months Ended
	December 31,
	2019			2018
	(unaudited)			(unaudited)
REVENUES
Sales of Product	$	95,098			299,209
COST OF SALES
Cost of Goods Sold Materials- product for resale		38,214			391,672
TOTAL COST OF GOODS SOLD		38,214			391,672
Gross Profit		56,883			(92,463	)
OPERATING EXPENSES
General and administrative		274,143			350,037
Total Operating Expenses		274,143			350,037
NET OPERATING INCOME (LOSS)		(217,259	)		(442,500	)
OTHER EXPENSES
Interest expense		(12,000	)		-
TOTAL OTHER EXPENSES		(12,000	)		-
NET LOSS BEFORE INCOME TAXES
Provision for income taxes		-			-
NET INCOME (loss)	$	(229,259	)	$	(442,500	)
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	$	(.01	)		(.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		23,503,273			20,164,471

The accompanying notes are an integral part of these financial statements

54

BEYOND WELLNESS INTERNATIONAL, INC.

Condensed Statements of Stockholder's Equity (Deficit)

As of December 31, 2019

(Unaudited)

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
Balance at inception November 17, 2017		-	$	-	$	-		$	-		$	-
Common stock issued at inception		19,650,000	$	1,965								1,965
Common stock issued for intangible asset of shareholder						21,736						21,736
Net income									6,794			6,794
Balance at March 31, 2018		19,650,000	$	1,965	$	21,736		$	6,794		$	30,495
												-
Common stock subscriptions		540,000	$	54	$	639,946						640,000
Common stock issued with conversion of notes		106,000	$	11	$	105,989						106,000
Commons stock issued for purchase of IP		2,450,000	$	245								245
Common stock issued for consulting		490,000	$	49								49
Common stock issued for director fees		225,000	$	22								22
Net Loss								$	(499,274	)		(499,274	)
												-
Balance at March 31, 2019		23,461,000	$	2,346	$	767,671		$	(492,480	)	$	277,537
Common stock subscriptions		128,000		13		127,987						128,000
Adjustments						(2,356	)					(2,356	)
												-
Net loss									(229,259	)		(229,259	)
												-
Balance at December 31, 2019		23,589,000	$	2,359	$	893,302		$	(721,739	)	$	173,922

 The accompanying notes are an integral part of these financial statements

55

BEYOND WELLNESS INTERNATIONAL, INC.

For the Nine Months Ended December 31, 2019 and 2018

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	December 31,
	2019			2018
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(229,259	)		(442,500	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		32,776			22,279
Rent expense paid by shareholder		-			88,000
Common stock issued for interest expense paid by shareholder		-			18,000
Stock adjustment		(2,355	)		-
Changes in operating assets and liabilities:
Total Adjustment to reconcile income to cash provided
Prepaid expenses		(72,000	)		-
Inventory		(80,106	)		(89,622	)
Other assets and deposit		(5,300	)		(30,009	)
Accounts payable		109,505			14,321
Customer Deposits					-
Net Cash Used in Operating Activities		(246,738	)		(419,531	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(110,668	)
Purchase of Intellectual Property		-			(500,000	)
		-
Net Cash Provided by Investing Activities		-			(610,668	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash		128,000			630,000
Proceeds from note payable, third party		-			300,000
Proceeds from note payable, related party		100,000			-
Proceeds from loans from shareholders		-			99,198
Net Cash Provided by Financing Activities		228,000			1,029,198
NET INCREASE (DECREASE) IN CASH		(18,738	)		(1,001	)
CASH AT BEGINNING OF YEAR		21,692			8,807
CASH AT END OF YEAR	$	2,954		$	7,806
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income Taxes	$	-		$	-
NON CASH FINANCING ACTIVITIES:
Common stock issued for settlement of debt	$	-		$	106,000
Shareholder contribution of other assets	$	(2,355	)	$	21,736

The accompanying notes are an integral part of these financial statements.

56

BEYOND WELLNESS INTERNATIONAL, INC. 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(Unaudited)

NOTE 1 – ORGANIZATION

BEYOND WELLNESS INTERNATIONAL, INC. (the “Company”) was incorporated under the laws of the State of Nevada on November 17, 2017. The company began business operations in May 2018. The Company’s business model involves the manufacturing, packaging, marketing, promotion and distribution of products for the health and wellness, nutraceutical and legal hemp derived CBD markets.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Fiscal Year

The Company has elected a fiscal year ending on March 31.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using a standard costing system which approximates the first-in, first-out method. The components of inventory cost include finished product and raw materials. Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, non-conforming inventories and change in market conditions. A change in these variables could result in an adjustment to inventory.

Property and equipment

Property and equipment are recorded at cost. Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life, are charged to expense as incurred. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over the estimated useful lives of the related assets. The straight-line method of depreciation and amortization is followed for financial statement purposes. Leasehold improvements are amortized over the shorter of the life of the respective lease or the useful life of the improvements. Property and equipment are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. The useful lives established for depreciation and amortization expenses range from three to ten years.

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Intangible assets

Intangible assets represent amortized intangible assets acquired in connection with the Company’s purchase of the trad Intangible assets represent intangible assets acquired in connection with the Company’s purchase of the tradenames, URL and website ‘www.drtomscbd.com’, and the formulas of the entire product line sold under the “Dr. Tom’s” label. The intangible assets were acquired at a cost of $500,000 and the issuance of 2,450,000 shares of Common Stock. The Company recorded the purchase of the intangible assets at cost. The transaction was not a business combination or acquisition of a business.

The intangible assets are amortized using a straight-line method consistent with the expected future cash flows related to the intangible asset. The Company has established a useful life of ten years for the related intangible assets. Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable.

Measurement of the amount of impairment, if any, is based upon the difference between the asset or asset group's carrying value and fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary.

	December 31, 2019
The gross carrying value of the intangible asset	$	500,245
Total accumulated amortization		(54,167	)
Intangible asset balance, net	$	446,078

Total amortization expense for the nine months ended December 31, 2019 was $37,519.

The total expected amortization expense for the succeeding five year periods ending March 31,:

2020	$	50,000
2021	$	50,000
2022	$	50,000
2023	$	50,000
2024	$	50,000

  
Revenue Recognition

The Company will recognize revenue in accordance with the guidance in ASC 606, Revenue from Contracts with Customers. Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales, use, value-added, and some excise taxes. Revenue recognition is evaluated through the following five-step process:
 

1)	identification of the contract with a customer;
2)	identification of the performance obligations in the contract;
3)	determination of the transaction price;
4)	allocation of the transaction price to the performance obligations in the contract; and
5)	recognition of revenue when or as a performance obligation is satisfied. Revenue is recognized when each performance obligation is satisfied by the entity. An estimate of the variable consideration or performance obligations that an entity ultimately expects to be entitled to is included in the transaction price, and revenue is recognized upon satisfaction of the related performance obligation(s). An implicit or explicit significant financing component is taken into consideration. IP licenses must be analyzed. Each contract with customers must be analyzed for multiple elements if any element must stand alone.

 
Shipping and handling costs

The Company’s shipping and handling costs are included in the costs of sales for all periods presented.
 

Income Taxes

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company had no material adjustments to its liabilities for unrecognized income tax benefits.

58

Fair value measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
  
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
 

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
 

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 
The Company does not have any assets or liabilities measured at fair value on a recurring or a nonrecurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2019.
 

Fair value of financial instruments

At December 31, 2019 and March 31, 2019, the Company’s financial instruments include cash equivalents and accounts payable. The recorded values of cash equivalents and accounts payable approximate their fair values based on their short-term nature.

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2019.
 

Reclassification

Certain prior period amounts may have been reclassified to conform to current period presentation.

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

1.	Continue applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.
2.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
3.	Not to apply the recognition requirements in ASC 842 to short-term leases.
4.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.  

In August 2018, the FASB issued ASU 2018-15, "Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs of a hosting arrangement that is a service contract will be expensed over the term of the hosting arrangement. For public business entities, the amendments in this ASU are effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The Company does not expect the adoption of ASU 2018-15 will have a material impact on its consolidated financial statements.
 

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements.

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will  have a material impact on the financial statements of the Company.

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NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2019 the Company had accumulated losses of $721,739. These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company intends to seek additional revenue by increasing their national marketing and capacity for producing and selling their nutraceutical and legal hemp derived CBD health and wellness products. The Company also intends to raise capital in the market using techniques consistent with Regulation A. No assurances can be given as to the likely success of these efforts.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption.  The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020.  The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company’s certificate of incorporation authorizes the issuance of 70,000,000 shares of Common Stock, $.0001 par value.

Common Stock

The holders of the Company’s common stock:
 

 • Have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

• Are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

• Do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

• Are entitled to one noncumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

  
On November 17, 2017, the Company issued 19,650,000 shares to our officers and founders in exchange for organizational and management services, in lieu of cash compensation valued at $19,650.

In September 2018, the Company acquired from Zeppoli Holdings Trust LLC certain intellectual property including the tradename “Dr. Tom’s” and its related product lines marketed under the “Dr. Tom’s” tradename and style. The acquisition cost was $500,000 in cash and 2,450,000 shares of Common Stock. The Company accounted for the transaction by recording an intangible asset of $500,245 amortizable over ten years. The transaction was not a business combination or acquisition of a business as Zeppoli Holdings Trust LLC held the rights to the intellectual property but remains as its own business entity with other business activities. The Manager and minority owner of Zeppoli Holdings Trust LLC is also a Director and shareholder of the Company.

  
On September 30, 2018, the Company converted $88,000 of Shareholder Loans due to Ian Gilbey, President of the Company, which represented lease payments made by Mr. Gilbey on behalf of the Company. The loan was converted into 88,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Mr. Gilbey at December 31, 2019.

On September 30, 2018, the Company converted $18,000 of Shareholder Loans due to Zeppoli Holdings Trust, LLC, a shareholder of the Company, which represented interest payments made by the shareholder on behalf of the interest due to a third party creditor of the Company at a rate of $4500 per month commencing May 4, 2018. The loan was converted into 18,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to this shareholder at December 31, 2019.

On November 4, 2018, the Company issued 100,000 shares of Common Stock to two shareholders in exchange for financial advisory services, including 50,000 Shares issued to Peter Berkman, a Director and General Counsel of the Company. An expense of $100 was recognized using the same valuation as the original issuance on November 17, 2017.

During the year ended March 31, 2019, the Company issued 390,000 shares of common stock for consulting services. The Company recognized an expense of $39 using the same valuation as the original issuance on November 17, 2017. Included in these transactions was the issuance of 355,00 shares of common stock for consulting to a related party, a member of Zeppoli Holdings Trust LLC. The Company recognized an expense of $35 using the same valuation as the original issuance on November 17, 2017.

On March 31, 2019 the Company issued 75,000 to each of the three members of the Board of Directors totaling 225,000 shares of common stock. The Company recognized an expense of $22 using the same valuation as the original issuance on November 17, 2017.

During the year ended March 31, 2019, the Company issued 540,000 shares of common stock per its private placement at $1.00 per share.

During the nine months ended December 31, 2019, the Company issued 128,000 shares of common stock at $1.00 per share per its private placement.

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NOTE 5 – CONVERTIBLE NOTE

The Company has authorized the issuance of up to $500,000 of Convertible Notes which may, at the option of their holders, be converted into a maximum of 500,000 Shares of Common Stock of the Company at an exercise price of $1.00 per Share, at any time prior to the Maturity Date. On May 4, 2018, the Company issued a six-month $300,000 Convertible Note to an unrelated third party, which Note was extended on November 4, 2019, with an interest rate of 12% per annum. This Note currently has a Maturity Date of June 4, 2020.

 
On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share. The transaction was not finalized until after March 31, 2019 and is reflected in the financial statements as of December 31, 2019.  

NOTE 6 – COMMON STOCK PURCHASE WARRANTS

The total number of shares of stock the Company is authorized to issue is 70,000,000 Shares of Common Stock ($.0001 par value). At January 31, 2020, the Company had 23,589,000 shares of Common Stock issued and outstanding. At December 31, 2019, the Company had outstanding 3,100,000 Class “A” Common Stock Purchase Warrants, Exercisable at $1.00 per Share; 668,000 Class “B” Common Stock Purchase Warrants, Exercisable at $4.00 per Shares; 668,000 Class “C” Common Stock Purchase Warrants, Exercisable at $5.00 per Share; and 668,000 Class “D” Common Stock Purchase Warrants, Exercisable at $6.00 per Share. All of the Warrants will expire on December 31, 2022.

All Shares of Common Stock shall be identical and have full voting rights. The Shares of Common Stock issuable upon exercise of the Class A”,“B”, “C”, and “D” Common Stock Purchase Warrants shall, upon exercise, have full voting rights.

The Class “A” Common Stock Purchase Warrants were granted at the date of inception of the Company to certain founders. The Class “A” warrants are not exercisable until January 1, 2021 and expire on December 31, 2022. The Class “B”, “C” and “D” warrants were included in the stock units purchased by investors as described in this offering. These warrants are exercisable immediately and expire on December 31, 2022. The Company has valued the stock warrants at $0 due to the uncertainty of the success of the offering; the absence of a market value for the stock; the unknown effect of the COVID-19 pandemic, and the results of the calculations derived using the Black-Scholes Merton method. The significant assumptions used were:

Risk-free interest rate	Range from 1.69% - 2.23%
Expected life of grants	3 to 3.76 years
Expected volatility of underlying stock	0% (1)
Dividends	0%

(1) The Company has no trading history and may not achieve public company status, and the stock unit offering price has not changed. The exercise price of the warrants exceeds the underlying price of the stock unit. The warrant transactions are included in additional paid in capital.

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NOTE 7 – FACILITIES INVESTMENT

The Company leases a warehouse and has incurred $69,298 in capital expenditures in this facility, which is reflected in Construction in Progress on the Balance Sheet.
 

NOTE 8 – INCOME TAXES

At March 31, 2019 the Company has a net tax loss carryforward of $492,480 that expires in 2034. It has established a valuation allowance against the potential benefit related to this carryforward because of the uncertainty surrounding the realization of such benefit.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

No material interest or penalties on unpaid tax were recorded during the year ended March 31, 2019. At March 31, 2019 no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

Components of deferred tax assets are as follows:

	March 31, 2019			March 31, 2018
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	102,993		$	-
Less valuation allowance		(102,993	)		-
Deferred tax assets, net of valuation allowance	$	-		$	-

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Income Tax Provision in the Consolidated Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Year Ended March 31, 2018			November 17,  2017 (inception) to  March 31, 2018
Federal statutory income tax rate		21.0	%		21.0	%
Change in valuation allowance on net operating loss carry-forwards		(21.0	%)		(21.0	%)
Effective income tax rate		0.0	%		0.0	%

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company is obligated to pay $2,250 per month under an operating lease agreement for office space. The lease term is 1 year. Rent expense for the period ended March 31, 2019 was $7,875 including amounts paid by the Company’s President. At March 31, 2019, minimum future rental commitments are approximately $169,920. A right of use asset or liability is not reflected in the financial statements due to the short-term basis of the lease agreement.
 

NOTE 10 – RELATED PARTY TRANSACTIONS

From the period of inception (November 17, 2017) through September 30, 2018, the Company had the following related party transactions:

On November 17, 2017, the Company issued 19,650,000 shares to its officers and founders in exchange for organizational and management services, in lieu of cash compensation valued at $1,965.

In September 2018, the Company acquired from Zeppoli Holdings Trust, LLC certain intellectual property including the tradename “Dr. Tom’s”, the URL and website www.drtomscbd.com, and all products marketed under the “Dr. Tom’s” tradename and style. The acquisition cost was $500,000 and 2,450,000 shares of Common Stock. Peter Berkman, Esq., a Director of the Company, is a principal of Zeppoli Holdings Trust LLC, and is also a founder and a shareholder of the Company.

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On September 30, 2018, the Company converted $88,000 of Shareholder Loans due to Ian Gilbey, President of the Company, which represented lease payments made by Mr. Gilbey on behalf of the Company. The Shareholder Loan was converted into 88,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Mr. Gilbey at March 31, 2019. The Company recorded rent expense of $88,000.

On September 30, 2018, the Company converted $18,000 of Shareholder Loans due to Zeppoli Holdings Trust, LLC, a shareholder of the Company, which represented interest payments made by the shareholder on behalf of the interest due to a third party creditor of the Company at a rate of $4,500 per month commencing May 4, 2018. The Shareholder Loan was converted into 18,000 Shares of Common Stock (at a price of $1.00 per Share), leaving a balance of $0 due to Zeppoli Holdings Trust LLC at March 31, 2019. The Company recorded interest expense of $18,000.

On November 4, 2018, the Company issued 100,000 shares of Common Stock to two shareholders in exchange for financial advisory services, including 50,000 Shares issued to Peter Berkman, a Director and General Counsel of the Company. An expense was recorded in the amount of $10.

During the year ended March 31, 2019, the Company issued 390,000 shares of common stock for consulting services. The Company recognized an expense of $39 using the same valuation as the original issuance on November 17, 2017. Included in these transactions was the issuance of 355,00 shares of common stock a related party, a member of Zeppoli Holdings Trust LLC, and an expense was recorded for $35.

On March 31, 2019, the Company issued a $100,000 Convertible Note to Arthur Fisher, a Director of the Company. The Note has a maturity date of June 30, 2020, bears interest at the rate of 12% per annum, and may at the Holder’s option be converted into Shares of Common Stock of the Company at an exercise price of $1.00 per Share. The cash and stock issuance did not occur until after March 31, 2019 and are not reflected in the financial statements as of March 31, 2019.

NOTE 11 – SUBSEQUENT EVENTS

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption. The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

On May 15, 2020, the Company entered into a non-binding Letter of Intent with Linear Park Marketing, Inc. (LPMI) to purchase a 39% equity interest in PrimaPharma, Inc. for total consideration of $5,000,000.   In the event that a definitive agreement is entered into on or before June 30, 2020, the terms of this purchase will be as follows:

· Total capital payment to LPMI of $5,000,000, inclusive of the $1,000,000 deposit.

· The Company to provide, upon the execution of the Definitive Agreement, a $1 million deposit. Said funds to be deposited in escrow account with legal counsel for LPMI pending completion of all required due diligence. The deposit becomes non-refundable 30 days following the date of deposit.

· Within 60 days, or less, from the Closing Date an additional payment to LPMI of $2 million.

· Within 120 days, or less, from the Closing Date an additional payment to LPMI of $2 million. In the event the Company misses the agreed payment schedule, LPMI shall provide a 10-day period to cure. If the funding is less than the agreed $5,000,000 the interest in PPI will be adjusted pro-rata.

Subsequent events have been evaluated through May 22, 2020, the date these financial statements were available to be released, and noted no other events requiring disclosure.

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PART III - EXHIBITS

ITEM 16. INDEX TO EXHIBITS

Exhibit #

2.1	Articles of Incorporation
2.2	Beyond Wellness International, Inc. By-Laws
3.1	Form of  Series “B” Common Stock Purchase Warrant [$4.00 Exercise Price]  (Qualified herein)
3.2	Form of Series “A” Common Stock Purchase Warrants
3.3	Form of Series “C” Common Stock Purchase Warrants
3.4	Form of Series “D” Common Stock Purchase Warrants
4.1	Form of Subscription Agreement
6.2	Form of Convertible Term Note
6.3	Asset Purchase Bill of Sale
6.4	Certificate of Trademark Registration
6.5	Consulting Agreement with Waterford Group, LLC
6.6	Consulting Agreement with Walter Spiegel
6.7	Letter of Intent with Linear Park Marketing, Inc.
11.1	Consent of MaughanSullivan, CPA
12.1	Opinion of Peter Berkman, Esq.

65

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this draft offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on June 3, 2020.

BEYOND WELLNESS INTERNATIONAL, INC.
By:	/s/ IAN E. GILBEY
Name:	Ian E. Gilbey
Title:	Chief Executive Officer

Name and Signature	Title	Date
/s/ Ian E. Gilbey	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	June 3, 2020
/s/ Bradley Wilson	Secretary and Chief Financial Officer and Director (Principal Financial and Accounting Officer)	June 3, 2020

66

EX1A-2A CHARTER

EXHIBIT 2.1

 

EX1A-2B BYLAWS

EXHIBIT 2.2

BY-LAWS

of

BEYOND WELLNESS INTERNATIONAL, INC.

ADOPTED NOVEMBER 17, 2017

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BYLAWS

BEYOND WELLNESS INTERNATIONAL, INC.

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL EXECUTIVE OFFICE

The location of the principal executive office of the corporation shall be fixed by the board of directors. It may be located at any place within or outside the state of Nevada. The secretary of this corporation shall keep the original or a copy of these bylaws, as amended to date, at the principal executive office of the corporation if this office is located in Nevada. If this office is located outside Nevada, the bylaws shall be kept at the principal business office of the corporation within Nevada and at the principal office of the corporation.

SECTION 2. OTHER OFFICES

The corporation may also have offices at such other places as the board of directors may from time to time designate, or as the business of the corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

SECTION 1. PLACE OF MEETINGS

All meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place as may be determined by the board of directors.

SECTION 2. ANNUAL MEETINGS

The annual meeting of the shareholders shall be held each year on a date to be fixed by the Board of Directors, at which time the shareholders shall elect a board of directors and transact any other proper business. If this date falls on a legal holiday, then the meeting shall be held on the following business day at the same hour.

SECTION 3. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the board of directors, the chairperson of the board of directors or the President, or by one or more shareholders holding at least twenty (20) percent of the voting power of the corporation.

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SECTION 4. NOTICES OF MEETINGS

Notices of meetings, annual or special, shall be given in writing to shareholders entitled to vote at the meeting by the Secretary or an Assistant Secretary or, if there be no such officer, or in the case of his or her neglect or refusal, by any director or shareholder.

Such notices shall be given either personally or by first-class mail or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the stock transfer books of the Corp or given by the shareholder to the Corp for the purpose of notice. Notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Such notice shall state the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and that no other business may be transacted, or (2) in the case of an annual meeting, those matters which the board at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of Section 6 of this Article, any proper matter may be presented at the annual meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of the nominees which, at the time of the notice, the board of directors intends to present for election. Notice of any adjourned meeting need not be given unless a meeting is adjourned for forty-five (45) days or more from the date set for the original meeting.

SECTION 5. WAIVER OF NOTICE

The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, whether in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers or consents shall be filed with the corporate records or made part of the minutes of the meeting. Neither the business to be transacted at the meeting, nor the purpose of any annual or special meeting of shareholders, need be specified in any written waiver of notice, except as provided in Section 6 of this Article.

SECTION 6. ACTION WITHOUT MEETING

Any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent, in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

A written consent may be revoked by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not be revoked thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

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SECTION 7. QUORUM AND SHAREHOLDER ACTION

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of shareholders represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number is required by law and except as provided in the following paragraphs of this section.

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the with­drawal of enough shareholders to leave less than a quorum, if any action is approved by at least a majority of the shares required to constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted except as provided in the foregoing provisions of this section.

SECTION 8. VOTING

Only shareholders of record of Common Stock on the record date fixed for voting purposes by the board of directors pursuant to Article VIII, Section 3 of these bylaws or, if there be no such date fixed, on the record dates given below, shall be entitled to vote at a meeting. If no record date is fixed:

a. The record date for determining shareholders entitled to notice of, or to vote, at a meeting of shareholders, shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

b. The record date for determining the shareholders entitled to give consent to corporate actions in writing without a meeting, when no prior action by the board is necessary, shall be the day on which the first written consent is given.

c. The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Every shareholder entitled to vote shall be entitled to one vote for each share held, except as otherwise provided by law, by the Articles of Incorporation, by the Shareholders agreement or by other provisions of these bylaws. Except with respect to elections of directors, any shareholder entitled to vote may vote part of his or her shares in favor of a proposal and refrain from voting the remaining shares or vote them against the proposal. If a shareholder fails to specify the number of shares he or she is affirmatively voting, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares the shareholder is entitled to vote.

At each election of directors, shareholders shall not be entitled to cumulate votes unless the candidates' names have been placed in nomination before the commencement of the voting and a shareholder has given notice at the meeting and before the voting has begun, of his or her intention to cumulate votes. If any shareholder has given such notice, then all shareholders entitled to vote may cumulate their votes by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of his or her shares or by distributing such votes on the same principle among any number of candidates as he or she thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. Votes cast against a candidate or which are withheld shall have no effect. Upon the demand of any shareholder made before the voting begins, the election of directors shall be by ballot rather than by voice vote.

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SECTION 9. PROXIES

Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares by filing a proxy with the secretary of the Corp. For purposes of these bylaws, a "proxy" means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder's attorney in fact giving another person or person’s power to vote with respect to the shares of the shareholder. "Signed" for the purpose of these bylaws means the placing of the shareholder's name or other authorization on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the shareholder or the shareholder's attorney in fact. A proxy may be transmitted by an oral telephonic transmission if it is submitted with information from which it may be determined that the proxy was authorized by the shareholder, or his or her attorney in fact.

A proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in Section 705 of the Nevada Corps Code.

ARTICLE III

DIRECTORS

SECTION 1. POWERS

Subject to any limitations in the Articles of Incorporation and to the provisions of the Nevada Corporation Code, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by, or under the direction of, the board of directors.

SECTION 2. NUMBER

The authorized number of directors shall be a minimum of two (2) and a maximum of seven (7).

After issuance of shares, this bylaw may only be amended by approval of a majority of the outstanding shares entitled to vote.

SECTION 3. ELECTION AND TENURE OF OFFICE

The directors shall be elected at the annual meeting of the shareholders and hold office until the next annual meeting and until their successors have been elected and qualified.

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SECTION 4. VACANCIES

A vacancy on the board of directors shall exist in the case of death, resignation or removal of any director or in case the authorized number of directors is increased, or in case the shareholders fail to elect the full authorized number of directors at any annual or special meeting of the shareholders at which any director is elected. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or who has been convicted of a felony.

Except for a vacancy created by the removal of a director, vacancies on the board of directors may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this article of these bylaws or (3) a sole remaining director. Vacancies occurring on the board by reason of the removal of directors may be filled only by approval of the shareholders. Each director so elected shall hold office until the next annual meeting of the shareholders and until his or her successor has been elected and qualified.

The shareholders may elect a director at any time to fill a vacancy not filled by the directors. Any such election by written consent other than to fill a vacancy created by the removal of a director requires the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective upon giving written notice to the chairperson of the board of directors, the President, the Secretary or the board of directors unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a later time, a successor may be elected to take office when the resignation becomes effective. Any reduction of the authorized number of directors does not remove any director prior to the expiration of such director's term in office.

SECTION 5. REMOVAL

Any or all of the directors may be removed without cause if the removal is approved by a majority of the outstanding shares entitled to vote, subject to the provisions of Section 303 of the Nevada Corps Code. Except as provided in Sections 302, 303 and 304 of the Nevada Corps Code, a director may not be removed prior to the expiration of the director's term of office.

The Superior Court of the proper county may, on the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Corp and may bar from re-election any director so removed for a period prescribed by the court. The Corp shall be made a party to such action.

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SECTION 6. PLACE OF MEETINGS

Meetings of the board of directors shall be held at any place, within or without the State of Nevada, which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation or as may be designated from time to time by resolution of the board of directors. Meetings of the board may be held through use of conference telephone, electronic video screen communication or other communications equipment, as long as all of the following apply:

(a) Each member participating in the meeting can communicate with all members concurrently.

(b) Each member is provided the same means of participating in all matters before the board, including the capacity to propose, or to interpose, an objection to a specific action to be taken by the corporation.

(c) The corporation adopts and implements some means of verifying both of the following:

(1) A person communicating by telephone, electronic video screen or other communications equipment is a director entitled to participate in the board meeting.

(2) All statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a director.

SECTION 7. ANNUAL, REGULAR AND SPECIAL DIRECTORS' MEETINGS

An annual meeting of the board of directors shall be held without notice immediately after and at the same place as the annual meeting of the shareholders.

Other regular meetings of the board of directors shall be held at such times and places as may be fixed from time to time by the board of directors. Call and notice of these regular meetings shall not be required.

Special meetings of the board of directors may be called by the chairperson of the board, President, Secretary or any two directors. Special meetings of the board of directors shall be held upon four (4) days' notice by mail, or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. A notice or waiver of notice need not specify the purpose of any special meeting of the board of directors.

If any meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place shall be given before the time of the resumed meeting to all directors who were not present at the time of adjournment of the original meeting.

SECTION 8. QUORUM AND BOARD ACTION

A quorum for all meetings of the board of directors shall consist of two (2) of the authorized number of directors until changed by amendment to this article of these bylaws.

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310 (relating to the approval of contracts and transactions in which a director has a material financial interest); the provisions of Section 311 (designation of committees); and Section 317(e) (indemnification of directors) of the Nevada Corporations Code. A meeting at which a quorum is initially present may continue to transact business not­with­standing the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

A majority of the directors present at a meeting may adjourn any meeting to another time and place, whether or not a quorum is present at the meeting. At any time there is a deadlock related to a vote, the Chairman of the Board shall make the deciding vote.

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SECTION 9. WAIVER OF NOTICE

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though undertaken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waivers of notice or consents need not specify the purpose of the meeting.

SECTION 10. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of the directors.

SECTION 11. COMPENSATION

No salary shall be paid directors, as such, for their services but, by resolution, the board of directors may allow a reasonable fixed sum and expenses to be paid for atten­dance at regular or special meetings. Nothing contained herein shall prevent a director from serving the Corp in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attendance at meetings.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS

The officers of the corporation shall be a CEO/President and a Secretary. The corporation also may have such other officers with such titles and duties as shall be determined by the board of directors. Any number of offices may be held by the same person.

SECTION 2. ELECTION

All officers of the corporation shall be chosen by, and serve at the pleasure of, the board of directors.

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SECTION 3. REMOVAL AND RESIGNATION

An officer may be removed at any time, either with or without cause, by the board. An officer may resign at any time upon written notice to the Corp given to the board, the President or the Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any other time specified therein. The removal or resignation of an officer shall be without prejudice to the rights, if any, of the officer or the Corp under any contract of employment to which the officer is a party.

SECTION 4. CEO/PRESIDENT

The CEO/President shall be the chief executive officer and general manager of the corporation and shall, subject to the direction and control of the board of directors, have general supervision, direction and control of the business and affairs of the corporation. He or she shall preside at all meetings of the shareholders and directors and be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may from time to time be prescribed by the board of directors or these bylaws.

SECTION 5. SECRETARY

The Secretary shall keep, or cause to be kept, at the principal executive office of the Corp, a book of minutes of all meetings of directors and shareholders. The minutes shall state the time and place of holding of all meetings; whether regular or special, and if special, how called or authorized; the notice thereof given or the waivers of notice received; the names of those present at directors' meetings; the number of shares present or represented at shareholders' meetings; and an account of the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the Corp, or at the office of the corporation's transfer agent, a share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for shares and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall keep, or cause to be kept, at the principal executive office of the corporation, the original or a copy of the bylaws of the corporation, as amended or otherwise altered to date, certified by him or her.

The Secretary shall give, or cause to be given, notice of all meetings of shareholders and directors required to be given by law or by the provisions of these bylaws.

The Secretary shall have charge of the seal of the corporation and have such other powers and perform such other duties as may from time to time be prescribed by the board or these bylaws.

In the absence or disability of the Secretary, the Assistant Secretaries if any, in order of their rank as fixed by the board of directors (or if not ranked, the Assistant Secretary designated by the board of directors), shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries, if any, shall have such other powers and perform such other duties as may from time to time be prescribed by the board of directors or these bylaws.

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SECTION 6. TREASURER

The Treasurer, if such an Officer shall be appointed, shall be the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation.

The Treasurer shall deposit monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He or she shall disburse the funds of the corporation in payment of the just demands against the corporation as authorized by the board of directors; shall render to the President and directors, whenever they request it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation; and shall have such other powers and perform such other duties as may from time to time be prescribed by the board of directors or the bylaws.

In the absence or disability of the Treasurer, the Assistant Treasurers, if any, in order of their rank as fixed by the board of directors (or if not ranked, the Assistant Treasurer designated by the board of directors), shall perform all the duties of the Treasurer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurers, if any, shall have such other powers and perform such other duties as may from time to time be prescribed by the board of directors or these bylaws.

SECTION 7. COMPENSATION

The officers of this corporation shall receive such compensation for their services as may be fixed by resolution of the board of directors.

ARTICLE V

EXECUTIVE COMMITTEES

SECTION 1

The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

a. The approval of any action for which the approval of the shareholders or approval of the outstanding shares is also required.

b. The filling of vacancies on the board or in any committee.

c. The fixing of compensation of the directors for serving on the board or on any committee.

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d. The amendment or repeal of bylaws or the adoption of new bylaws.

e. The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.

f. A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board.

g. The appointment of other committees of the board or the members thereof.

ARTICLE VI

CORPORATE RECORDS AND REPORTS

SECTION 1. INSPECTION BY SHAREHOLDERS

The share register shall be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate. Such inspection and copying under this section may be made in person or by agent or attorney.

The accounting books and records of the corporation and the minutes of proceedings of the shareholders and the board and committees of the board shall be open to inspection upon the written demand of the corporation by any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for any proper purpose reasonably related to such holder's interests as a shareholder or as the holder of such voting trust certificate. Such inspection by a shareholder or holder of voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Shareholders shall also have the right to inspect the original or copy of these bylaws, as amended to date and kept at the corporation's principal executive office, at all reasonable times during business hours.

SECTION 2. INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney. The right of inspection includes the right to copy and make extracts.

SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS

If any record subject to inspection pursuant to the Nevada Corporations Code is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such record available in written form.

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SECTION 4. WAIVER OF ANNUAL REPORT

The annual report to shareholders is hereby expressly waived, as long as this corporation has less than 100 holders of record of its shares. This waiver shall be subject to any provision of law, including the Nevada Corporations Code, allowing shareholders to request the Corporation to furnish financial statements.

SECTION 5. CONTRACTS, ETC.

The board of directors, except as otherwise provided in the bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract, or to pledge its credit, or to render it liable for any purpose or to any amount.

ARTICLE VII

INDEMNIFICATION AND INSURANCE OF CORPORATE AGENTS

SECTION 1. INDEMNIFICATION

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent not prohibited by the Nevada Corporations Code.

SECTION 2. INSURANCE

The corporation shall have the power to purchase and maintain insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability.

ARTICLE VIII

SHARES

SECTION 1. CERTIFICATES

The corporation shall issue certificates for its shares when fully paid. Certificates of stock shall be issued in numerical order, and shall state the name of the record holder of the shares represented thereby; the number, designation, if any, and the class or series of shares represented thereby; and contain any statement or summary required by any applicable provision of the Nevada Corporations Code.

Every certificate for shares shall be signed in the name of the corporation by 1) the chairperson or vice chairperson of the board or the President or a Vice President and 2) by the Treasurer or the Secretary or an Assistant Secretary.

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SECTION 2. TRANSFER OF SHARES

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Secretary of the Corporation to issue a new certificate to the person entitled thereto, to cancel the old certificate and to record the transaction upon the share register of the corporation.

SECTION 3. RECORD DATE

The board of directors may fix a time in the future as a record date for the deter­mination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive payment of any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall not be more than sixty (60) days nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise the rights as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

ARTICLE IX

AMENDMENT OF BYLAWS

SECTION 1. BY SHAREHOLDERS

Bylaws may be adopted, amended or repealed by the affirmative vote or by the written consent of holders of a majority of the outstanding shares of the corporation entitled to vote.

SECTION 2. BY DIRECTORS

Subject to the right of shareholders to adopt, amend or repeal bylaws, the directors may adopt, amend or repeal any bylaw, except that a bylaw amendment changing the authorized number of directors may be adopted by the board of directors only if prior to the issuance of shares.

Dated: Nov. 17, 2017

 ________________________________________

SECRETARY

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EX1A-3 HLDRS RTS

EXHIBIT 3.1

BEYOND WELLNESS INTERNATIONAL, INC.

SERIES “B” COMMON STOCK PURCHASE WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS WARRANT REPRESENTS THAT IT IS ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH ANY APPLICABLE STATE SECURITIES LAWS COVERING THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER, COPIES OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THIS COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE.

Warrant No. _____________                Dated: _______________________

SERIES “B” COMMON STOCK PURCHASE WARRANT

To purchase up to _______ Shares of Common Stock of

BEYOND WELLNESS INTERNATIONAL, INC.

at a purchase price of $4.00 per Share.

Expiring December 31, 2022

THIS IS TO CERTIFY THAT, for value received,

_________________________

or registered assigns (the "Holder"), is entitled, subject to certain conditions set forth in Section 1.01 hereof, to purchase from BEYOND WELLNESS INTERNATIONAL, INC., a Nevada corpor­ation (the "Company"), at any time or from time to time after the date of issuance, and prior to 5:00 p.m. New York City time, on December 31, 2022, at the Company's principal executive office, at the Exercise Price, up to the number of shares of Common Stock, $.0001 par value per share (the "Common Stock"), of the Company shown above, all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described. No fractional Shares will be issued upon the exercise of this Warrant.

1

Notwithstanding the foregoing, this Warrant shall become immediately exercisable in the event of:

(a) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a Person or group of Persons (other than to any Person or Persons who, together with their Affiliates, beneficially own or control a majority of the issued and outstanding voting securities of the Company immediately prior to such transaction),

(b) any merger, consolidation or other business combination or refinancing or recapitalization that results in the holders of the issued and outstanding voting securities of the Company immediately prior to such transaction beneficially owning or controlling less than a majority of the voting securities of the continuing or surviving entity immediately following such transaction.

(c) the disposition of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in liquidation of the Company.

For purposes hereof, "Person" means any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

This Warrant, or any part thereof, shall be exercised by properly executing the annexed Subscription Form and by mailing the Warrant, executed Subscription Form and payment in full of the aggregate option price of the number of Shares purchased to the principal office of the Company. No Shares shall be issued until full payment shall have been made therefor by cash or certified check and the Holder shall have none of the rights of a shareholder of the Company until Shares are issued as herein provided. If, in the opinion of counsel to the Company, any law or regulation of the Securities and Exchange Commission or any other body having jurisdiction shall require the Company or the Holder to take any action in connection with the Shares being purchased pursuant to this Warrant, then the Shares shall not be delivered until the completion of the necessary action.

2

The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized and issue, fully paid and non-assessable as set forth herein. The Company further covenants and agrees that until the expiration date of this Warrant the Company will, at all times, have authorized, and reserved for the purpose of issuance or transfer upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

This Warrant, and the rights and privileges conferred hereby, shall be exercisable only by the Holder and shall not be assignable or transferable except pursuant to the provisions of the Securities Act of 1933, as amended, and the Rules and Regula­tions promulgated thereunder, AND with the consent of the Company. This Warrant shall be binding upon and shall inure to the benefit of the Company and any succes­sor to the Company and to the Holder's successors and as­signs.

The Holder, by acceptance hereof, acknowledges and agrees that:

(a) The Warrant represented by this certificate has not been registered under the Securities Act of 1933, as amended. This Warrant has been issued to Holder in consideration of serv­ices rendered to the Corporation and for investment purposes only and not with a view to distribution or sale, and may not be made subject to a security interest or be pledged, hypothecated or otherwise transferred without an effective Registration Statement for such Warrant under the Securities Act of 1933, as amended, or an opinion of counsel for the Company that registration is not required under such Act. Any Shares issued upon the exercise of this Warrant shall bear an appropriate restrictive legend un­less such Shares have been registered with the Securities and Ex­change Commission.

(b) Each notice of exercise of any portion of this Warrant must be accompanied by a representation in writing signed by the Holder or the Holder's legal representative, as the case may be, that the Shares of Common Stock are being acquired in good faith for investment purposes only any not with a view to or for sale in connection with any resale of distribution thereof.

3

(c)(1) In case the Company shall at any time subdivide the outstanding Common Stock into a greater number of shares or declare a dividend payable in Common Stock, the Warrant Exercise Price in effect immediately prior to such subdivision shall be proportion­ately reduced, and conversely, in case the outstanding Common Stock shall be combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased.

(c)(2) In the event that the Company shall, at any time prior to the expiration date of this Warrant and prior to the ex­ercise thereof: [i] declare or pay to the holders of the Common Stock of the Corporation a dividend payable in any class of shares of stock of the Company; or [ii] change, or otherwise reclassify its Common Stock into the same or a dif­ferent number of shares with or without par value, or into shares of any class or classes; or [iii] consolidate or merge with, or transfer its property as an entirety or substantially as an en­tirety to any other corporation; or [iv] make any distribution of its assets to holders of its Common Stock as a liquidation or par­tial liquidation dividend or by way of return of capital; then, upon the subsequent exercise of this Warrant, the Holder hereof shall receive for the exercise price, in addition to or in sub­stitution for the Share of Common Stock to which the Holder would otherwise be entitled upon such exercise, such additional shares of stock or scrip of the Corporation, or such reclassified shares of stock of the Company, or such shares of the securities or property of the Company resulting from such consolidation, merger or transfer, or such assets of the Corpora­tion which Holder would have been entitled to receive had the Holder exer­cised the Warrant prior to the happening of any of the foregoing events.

This Warrant does not confer upon the Holder hereof any right whatsoever as a stockholder of the Company. Upon the exercise of this Warrant the subscription form attached hereto must be duly executed and the accompanying instructions for the recording of stock completed.

(d) All notices, requests and other communications provided for herein shall be in writing, and shall be deemed to have been made or given when delivered or mailed, first class, postage prepaid, or sent by telex or other telegraphic communications equipment. Such notices and communications shall be addressed:

(a) if to the Company, to its registered address.

(b) if to the Holder, to its address as shown on the registry books maintained by the Company.

4

(e) No failure or delay of the Holder in exercising any right, power or privilege, hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, or any abandon­ment or discontinuance of steps to enforce such a right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or waived if, but only if, such amendment, modification or waiver is in writing and is signed by a majority of the holders of the Warrants; provided that no amendment, modification or waiver may change the exercise price of (including without limitation any adjustments or any provisions with respect to adjustments, the expiration of or the manner of exercising the Warrants) without the consent in writing of all of the holders of the Warrants outstanding.

This Warrant shall be construed in accordance with and governed by the laws of the State of Nevada.

All warranties, representations and covenants made by the Company herein or in any certificate or other instrument delivered by or on behalf of it in connection herewith or the Notes shall be considered to have been relied upon by the Holder and shall survive the issuance and delivery of the Warrants and the Shares of Common Stock issuable upon exercise of this Warrant, and shall continue in full force and effect so long as this Warrant is outstanding. All statements in any such certificate or other instrument shall constitute representations and warranties hereunder.

All the covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company shall bind its successors and assigns, whether or not so expressed.

In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any jurisdic­tion, the validity, legality and enforce ability of the remaining provisions contained herein and therein shall not in any way be affected or impaired in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

This Warrant shall not entitle the Holder to any rights as a stockholder of the Company.

5

IN WITNESS WHEREOF, BEYOND WELLNESS INTERNATIONAL, INC. has caused this Warrant to be executed in its corporate name by one of its officers hereunto duly authorized, and its corporate seal to be hereunto affixed, all as of the day and year first above written.

BEYOND WELLNESS INTERNATIONAL, INC.
By:
	SECRETARY

6

BEYOND WELLNESS INTERNATIONAL, INC.

______________________________

CLASS “B” COMMON STOCK PURCHASE WARRANT

SUBSCRIPTION FORM

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _____________ of the Shares of Common Stock of BEYOND WELLNESS INTERNATIONAL, INC. at the exercise price of $4.00 per Share, for a total price for this subscription of $______________. Please issue the Shares of Common Stock so purchased in accordance with the instructions given below.

Date:_________________________

(Signature of Holder)

Name of Holder:_________________________________________________________________________________

Registered Address______________________________________________________________________________

______________________________________________________________

Taxpayer Identification Number:______________________ ___________________

[Corporate Seal]

Attest:

7

EX1A-3 HLDRS RTS.2

EXHIBIT 3.2

BEYOND WELLNESS INTERNATIONAL, INC.

SERIES “A” COMMON STOCK PURCHASE WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS WARRANT REPRESENTS THAT IT IS ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH ANY APPLICABLE STATE SECURITIES LAWS COVERING THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER, COPIES OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THIS COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE.

Dated: November 17, 2017 Warrant Certificate No. ___

SERIES “A” STOCK PURCHASE WARRANT

To purchase up to ___________ Shares of Common Stock of

BEYOND WELLNESS INTERNATIONAL, INC.

at a purchase price of $1.00 per Share.

Expiring December 31, 2022

THIS IS TO CERTIFY THAT, for value received, ______________________________________ or registered assigns (the "Holder"), is entitled, subject to certain conditions set forth in Section 1.01 hereof, to purchase from BEYOND WELLNESS INTERNATIONAL, INC., a Nevada corpor-ation (the "Company"), at any time or from time to time commencing January 1, 2021, and prior to 5:00 p.m. Pacific Time, on December 31, 2022, at the Company's principal executive office, at the Exercise Price, up to the number of shares of Common Stock, $.0001 par value per share (the "Common Stock"), of the Company shown above, all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described. No fractional Shares will be issued upon the exercise of this Warrant. This Warrant is being issued to Holder in lieu of cash compensation for serv-ices rendered by Holder to the Company.

Notwithstanding the foregoing, this Warrant shall become immediately exercisable in the event of:

(a) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a Person or group of Persons (other than to any Person or Persons who, together with their Affiliates, beneficially own or control a majority of the issued and outstanding voting securities of the Company immediately prior to such transaction),

(b) any merger, consolidation or other business combination or refinancing or recapitalization that results in the holders of the issued and outstanding voting securities of the Company immediately prior to such transaction beneficially owning or controlling less than a majority of the voting securities of the continuing or surviving entity immediately following such transaction.

(c) the disposition of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in liquidation of the Company.

For purposes hereof, "Person" means any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

1

This Warrant, or any part thereof, shall be exercised by properly executing the annexed Subscription Form and by mailing the Warrant, executed Subscription Form and payment in full of the aggregate option price of the number of Shares purchased to the principal office of the Company.

In lieu of the payment of the Exercise Price in cash, the Holder shall have the right (but not the obligation) to pay the Exercise Price for the Shares of Common Stock being purchased upon exercise of this Warrant by the surrender to the Company of any exercisable but unexercised portion of this Warrant having a "Value" (as defined below), at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Exercise Price multiplied by the number of Shares of Common Stock being purchased upon exercise (the "Cashless Exercise Right"). The sum of (a) the number of shares of Common Stock being purchased upon exercise of the non-surrendered portion of this Warrant pursuant to the Cashless Exercise Right and (b) the number of Shares of Common Stock underlying the portion of this Warrant being surrendered, shall not in any event be greater than the total number of shares of Common Stock that would be purchasable upon the complete exercise of this Warrant if the Exercise Price were paid in cash. Upon exercise of the Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of this Warrant being surrendered at the time the Cashless Exercise Right is exercised by (y) the Exercise Price. The "Value" of the portion of this Warrant being surrendered shall equal the product of multiplying (x) the number of shares of Common Stock underlying the portion of this Warrant being surrendered by (y) the excess of the Market Price over the Exercise Price. As used herein, the term "Market Price" at any date shall be deemed to be the last reported sale price per share of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which shares of the Common Stock are listed or admitted to trading, or, if shares of the Common Stock are not listed or admitted to trading on any national securities exchange or if any such exchange on which shares of the Common Stock are listed is not its principal trading market, the last reported sale price as furnished by FINRA through the Nasdaq National Market, or, if applicable, the OTC Markets, or if the Shares of Common Stock are not listed or admitted to trading on the Nasdaq National Market or OTC Markets or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available.

The Cashless Exercise Right may be exercised by the Holder on any business day not later than the Expiration Date by delivering to the Company the Warrant with a duly executed exercise form attached thereto with the cashless exercise section completed, exercising the Cashless Exercise Right and specifying the total number of Shares of Common Stock it will purchase pursuant to such Cashless Exercise Right.

The Company shall not be required to issue fractions of Common Shares upon exercise of this Warrant. If any fractions of a share would, but for this Section, be issuable upon any exercise of this Warrant, in lieu of such fractional share the Company shall round any fraction up to the nearest whole number of shares of Common Stock.

If, in the opinion of counsel to the Company, any law or regulation of the Securities and Exchange Commission or any other body having jurisdiction shall require the Company or the Holder to take any action in connection with the Shares being purchased pursuant to this Warrant, then the Shares shall not be delivered until the completion of the necessary action.

The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized and issue, fully paid and non-assessable as set forth herein. The Company further covenants and agrees that until the expiration date of this Warrant the Company will, at all times, have authorized, and reserved for the purpose of issuance or transfer upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

2

No later than 60 days from the date hereof, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 or comparable form and such other documents, including a prospectus, as may be reasonably necessary in the opinion of counsel for the Company, so as to permit a public offering and sale of the Common Stock issuable upon the exercise of the Warrants.

This Warrant, and the rights and privileges conferred hereby, shall be exercisable only by the Holder and shall not be assignable or transferable except pursuant to the provisions of the Securities Act of 1933, as amended, and the Rules and Regula-tions promulgated thereunder, AND with the written consent of the Company. This Warrant shall be binding upon and shall inure to the benefit of the Company and any succes-sor to the Company and to the Holder's successors and as-signs.

The Holder, by acceptance hereof, acknowledges and agrees that:

(a) The Warrant represented by this certificate has not been registered under the Securities Act of 1933, as amended. This Warrant has been issued to Holder in consideration of serv-ices rendered to the Corporation and for investment purposes only and not with a view to distribution or sale, and may not be made subject to a security interest or be pledged, hypothecated or otherwise transferred without an effective Registration Statement for such Warrant under the Securities Act of 1933, as amended, or an opinion of counsel for the Company that registration is not required under such Act. Any Shares issued upon the exercise of this Warrant shall bear an appropriate restrictive legend un-less such Shares have been registered with the Securities and Ex-change Commission.

(b) Each notice of exercise of any portion of this Warrant must be accompanied by a representation in writing signed by the Holder or the Holder's legal representative, as the case may be, that the Shares of Common Stock are being acquired in good faith for investment purposes only any not with a view to or for sale in connection with any resale of distribution thereof.

(c)(1) In case the Company shall at any time subdivide the outstanding Common Stock into a greater number of shares or declare a dividend payable in Common Stock, the Warrant Exercise Price in effect immediately prior to such subdivision shall be proportion-ately reduced, and conversely, in case the outstanding Common Stock shall be combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased.

(c)(2) In the event that the Company shall, at any time prior to the expiration date of this Warrant and prior to the ex-ercise thereof: [i] declare or pay to the holders of the Common Stock of the Corporation a dividend payable in any class of shares of stock of the Company; or [ii] change, or otherwise reclassify its Common Stock into the same or a dif-ferent number of shares with or without par value, or into shares of any class or classes; or [iii] consolidate or merge with, or transfer its property as an entirety or substantially as an en-tirety to any other corporation; or [iv] make any distribution of its assets to holders of its Common Stock as a liquidation or par-tial liquidation dividend or by way of return of capital; then, upon the subsequent exercise of this Warrant, the Holder hereof shall receive for the exercise price, in addition to or in sub-stitution for the Share of Common Stock to which the Holder would otherwise be entitled upon such exercise, such additional shares of stock or scrip of the Corporation, or such reclassified shares of stock of the Company, or such shares of the securities or property of the Company resulting from such consolidation, merger or transfer, or such assets of the Corpora-tion which Holder would have been entitled to receive had the Holder exer-cised the Warrant prior to the happening of any of the foregoing events.

This Warrant does not confer upon the Holder hereof any right whatsoever as a stockholder of the Company. Upon the exercise of this Warrant the subscription form attached hereto must be duly executed and the accompanying instructions for the recording of stock completed.

3

(d) All notices, requests and other communications provided for herein shall be in writing, and shall be deemed to have been made or given when delivered or mailed, first class, postage prepaid, or sent by telex or other telegraphic communications equipment. Such notices and communications shall be addressed:

(i)	if to the Company, to its registered address.
(ii)	if to the Holder, to its address as shown on the registry books maintained by the Company.

(e) No failure or delay of the Holder in exercising any right, power or privilege, hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, or any abandon-ment or discontinuance of steps to enforce such a right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or waived if, but only if, such amendment, modification or waiver is in writing and is signed by a majority of the holders of the Warrants; provided that no amendment, modification or waiver may change the exercise price of (including without limitation any adjustments or any provisions with respect to adjustments, the expiration of or the manner of exercising the Warrants) without the consent in writing of all of the holders of the Warrants outstanding.

This Warrant shall be construed in accordance with and governed by the laws of the State of Nevada.

All warranties, representations and covenants made by the Company herein or in any certificate or other instrument delivered by or on behalf of it in connection herewith or the Notes shall be considered to have been relied upon by the Holder and shall survive the issuance and delivery of the Warrants and the Shares of Common Stock issuable upon exercise of this Warrant, and shall continue in full force and effect so long as this Warrant is outstanding. All statements in any such certificate or other instrument shall constitute representations and warranties hereunder.

All the covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company shall bind its successors and assigns, whether or not so expressed.

In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any jurisdic-tion, the validity, legality and enforce ability of the remaining provisions contained herein and therein shall not in any way be affected or impaired in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

This Warrant shall not entitle the Holder to any rights as a stockholder of the Company.

IN WITNESS WHEREOF, BEYOND WELLNESS INTERNATIONAL, INC. has caused this Warrant to be executed in its corporate name by one of its officers hereunto duly authorized, and its corporate seal to be hereunto affixed, all as of the day and year first above written.

BEYOND WELLNESS INTERNATIONAL, INC.
By:
	SECRETARY

4

BEYOND WELLNESS INTERNATIONAL, INC.

______________________________

SERIES “A” COMMON STOCK PURCHASE WARRANT

SUBSCRIPTION FORM

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _____________ of the Shares of Common Stock of BEYOND WELLNESS INTERNATIONAL, INC. at the exercise price of $1.00 per Share, for a total price for this subscription of $______________. Please issue the Shares of Common Stock so purchased in accordance with the instructions given below.

Date:_________________________

____________________________

(Signature of Holder)

Name of Holder:_________________________________________________

Registered Address______________________________________________

______________________________________________

Taxpayer Identification Number:______________________

[Corporate Seal]

Attest:

5

EX1A-3 HLDRS RTS.3

EXHIBIT 3.3

BEYOND WELLNESS INTERNATIONAL, INC.

SERIES “C” COMMON STOCK PURCHASE WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS WARRANT REPRESENTS THAT IT IS ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH ANY APPLICABLE STATE SECURITIES LAWS COVERING THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER, COPIES OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THIS COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE.

Warrant No. ______  Dated: _______________________

SERIES “C” COMMON STOCK PURCHASE WARRANT

To purchase up to _______ Shares of Common Stock of

BEYOND WELLNESS INTERNATIONAL, INC.

at a purchase price of $5.00 per Share.

Expiring December 31, 2022

THIS IS TO CERTIFY THAT, for value received,

_________________________

or registered assigns (the "Holder"), is entitled, subject to certain conditions set forth in Section 1.01 hereof, to purchase from BEYOND WELLNESS INTERNATIONAL, INC., a Nevada corpor-ation (the "Company"), at any time or from time to time after the date of issuance, and prior to 5:00 p.m. New York City time, on December 31, 2022, at the Company's principal executive office, at the Exercise Price, up to the number of shares of Common Stock, $.0001 par value per share (the "Common Stock"), of the Company shown above, all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described. No fractional Shares will be issued upon the exercise of this Warrant.

1

Notwithstanding the foregoing, this Warrant shall become immediately exercisable in the event of:

(a) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a Person or group of Persons (other than to any Person or Persons who, together with their Affiliates, beneficially own or control a majority of the issued and outstanding voting securities of the Company immediately prior to such transaction),

(b) any merger, consolidation or other business combination or refinancing or recapitalization that results in the holders of the issued and outstanding voting securities of the Company immediately prior to such transaction beneficially owning or controlling less than a majority of the voting securities of the continuing or surviving entity immediately following such transaction.

(c) the disposition of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in liquidation of the Company.

For purposes hereof, "Person" means any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

This Warrant, or any part thereof, shall be exercised by properly executing the annexed Subscription Form and by mailing the Warrant, executed Subscription Form and payment in full of the aggregate option price of the number of Shares purchased to the principal office of the Company. No Shares shall be issued until full payment shall have been made therefor by cash or certified check and the Holder shall have none of the rights of a shareholder of the Company until Shares are issued as herein provided. If, in the opinion of counsel to the Company, any law or regulation of the Securities and Exchange Commission or any other body having jurisdiction shall require the Company or the Holder to take any action in connection with the Shares being purchased pursuant to this Warrant, then the Shares shall not be delivered until the completion of the necessary action.

2

The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized and issue, fully paid and non-assessable as set forth herein. The Company further covenants and agrees that until the expiration date of this Warrant the Company will, at all times, have authorized, and reserved for the purpose of issuance or transfer upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

This Warrant, and the rights and privileges conferred hereby, shall be exercisable only by the Holder and shall not be assignable or transferable except pursuant to the provisions of the Securities Act of 1933, as amended, and the Rules and Regula-tions promulgated thereunder, AND with the consent of the Company. This Warrant shall be binding upon and shall inure to the benefit of the Company and any succes-sor to the Company and to the Holder's successors and as-signs.

The Holder, by acceptance hereof, acknowledges and agrees that:

(a) The Warrant represented by this certificate has not been registered under the Securities Act of 1933, as amended. This Warrant has been issued to Holder in consideration of serv-ices rendered to the Corporation and for investment purposes only and not with a view to distribution or sale, and may not be made subject to a security interest or be pledged, hypothecated or otherwise transferred without an effective Registration Statement for such Warrant under the Securities Act of 1933, as amended, or an opinion of counsel for the Company that registration is not required under such Act. Any Shares issued upon the exercise of this Warrant shall bear an appropriate restrictive legend un-less such Shares have been registered with the Securities and Ex-change Commission.

(b) Each notice of exercise of any portion of this Warrant must be accompanied by a representation in writing signed by the Holder or the Holder's legal representative, as the case may be, that the Shares of Common Stock are being acquired in good faith for investment purposes only any not with a view to or for sale in connection with any resale of distribution thereof.

3

(c)(1) In case the Company shall at any time subdivide the outstanding Common Stock into a greater number of shares or declare a dividend payable in Common Stock, the Warrant Exercise Price in effect immediately prior to such subdivision shall be proportion-ately reduced, and conversely, in case the outstanding Common Stock shall be combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased.

(c)(2) In the event that the Company shall, at any time prior to the expiration date of this Warrant and prior to the ex-ercise thereof: [i] declare or pay to the holders of the Common Stock of the Corporation a dividend payable in any class of shares of stock of the Company; or [ii] change, or otherwise reclassify its Common Stock into the same or a dif-ferent number of shares with or without par value, or into shares of any class or classes; or [iii] consolidate or merge with, or transfer its property as an entirety or substantially as an en-tirety to any other corporation; or [iv] make any distribution of its assets to holders of its Common Stock as a liquidation or par-tial liquidation dividend or by way of return of capital; then, upon the subsequent exercise of this Warrant, the Holder hereof shall receive for the exercise price, in addition to or in sub-stitution for the Share of Common Stock to which the Holder would otherwise be entitled upon such exercise, such additional shares of stock or scrip of the Corporation, or such reclassified shares of stock of the Company, or such shares of the securities or property of the Company resulting from such consolidation, merger or transfer, or such assets of the Corpora-tion which Holder would have been entitled to receive had the Holder exer-cised the Warrant prior to the happening of any of the foregoing events.

This Warrant does not confer upon the Holder hereof any right whatsoever as a stockholder of the Company. Upon the exercise of this Warrant the subscription form attached hereto must be duly executed and the accompanying instructions for the recording of stock completed.

(d) All notices, requests and other communications provided for herein shall be in writing, and shall be deemed to have been made or given when delivered or mailed, first class, postage prepaid, or sent by telex or other telegraphic communications equipment. Such notices and communications shall be addressed:

4

(a)	if to the Company, to its registered address.
(b)	if to the Holder, to its address as shown on the registry books maintained by the Company.

(e) No failure or delay of the Holder in exercising any right, power or privilege, hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, or any abandon-ment or discontinuance of steps to enforce such a right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or waived if, but only if, such amendment, modification or waiver is in writing and is signed by a majority of the holders of the Warrants; provided that no amendment, modification or waiver may change the exercise price of (including without limitation any adjustments or any provisions with respect to adjustments, the expiration of or the manner of exercising the Warrants) without the consent in writing of all of the holders of the Warrants outstanding.

This Warrant shall be construed in accordance with and governed by the laws of the State of Nevada.

All warranties, representations and covenants made by the Company herein or in any certificate or other instrument delivered by or on behalf of it in connection herewith or the Notes shall be considered to have been relied upon by the Holder and shall survive the issuance and delivery of the Warrants and the Shares of Common Stock issuable upon exercise of this Warrant, and shall continue in full force and effect so long as this Warrant is outstanding. All statements in any such certificate or other instrument shall constitute representations and warranties hereunder.

All the covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company shall bind its successors and assigns, whether or not so expressed.

5

In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any jurisdic-tion, the validity, legality and enforce ability of the remaining provisions contained herein and therein shall not in any way be affected or impaired in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

This Warrant shall not entitle the Holder to any rights as a stockholder of the Company.

IN WITNESS WHEREOF, BEYOND WELLNESS INTERNATIONAL, INC. has caused this Warrant to be executed in its corporate name by one of its officers hereunto duly authorized, and its corporate seal to be hereunto affixed, all as of the day and year first above written.

BEYOND WELLNESS INTERNATIONAL, INC.
By:
	SECRETARY

6

BEYOND WELLNESS INTERNATIONAL, INC.

______________________________

SERIES “C” COMMON STOCK PURCHASE WARRANT

SUBSCRIPTION FORM

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _____________ of the Shares of Common Stock of BEYOND WELLNESS INTERNATIONAL, INC. at the exercise price of $5.00 per Share, for a total price for this subscription of $______________. Please issue the Shares of Common Stock so purchased in accordance with the instructions given below.

Date:_________________________

____________________________

(Signature of Holder)

Name of Holder:_________________________________________________

Registered Address______________________________________________

______________________________________________

Taxpayer Identification Number:______________________

[Corporate Seal]

Attest:

7

EX1A-3 HLDRS RTS.4

EXHIBIT 3.4

BEYOND WELLNESS INTERNATIONAL, INC.

SERIES “D” COMMON STOCK PURCHASE WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS WARRANT REPRESENTS THAT IT IS ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH ANY APPLICABLE STATE SECURITIES LAWS COVERING THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER, COPIES OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THIS COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE.

Warrant No. ______  Dated: _______________________

 

SERIES “D” COMMON STOCK PURCHASE WARRANT

To purchase up to _______ Shares of Common Stock of

BEYOND WELLNESS INTERNATIONAL, INC.

at a purchase price of $6.00 per Share.

Expiring December 31, 2022

THIS IS TO CERTIFY THAT, for value received,

_________________________

or registered assigns (the "Holder"), is entitled, subject to certain conditions set forth in Section 1.01 hereof, to purchase from BEYOND WELLNESS INTERNATIONAL, INC., a Nevada corpor-ation (the "Company"), at any time or from time to time after the date of issuance, and prior to 5:00 p.m. New York City time, on December 31, 2022, at the Company's principal executive office, at the Exercise Price, up to the number of shares of Common Stock, $.0001 par value per share (the "Common Stock"), of the Company shown above, all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described. No fractional Shares will be issued upon the exercise of this Warrant.

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Notwithstanding the foregoing, this Warrant shall become immediately exercisable in the event of:

(a) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a Person or group of Persons (other than to any Person or Persons who, together with their Affiliates, beneficially own or control a majority of the issued and outstanding voting securities of the Company immediately prior to such transaction),

(b) any merger, consolidation or other business combination or refinancing or recapitalization that results in the holders of the issued and outstanding voting securities of the Company immediately prior to such transaction beneficially owning or controlling less than a majority of the voting securities of the continuing or surviving entity immediately following such transaction.

(c) the disposition of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in liquidation of the Company.

For purposes hereof, "Person" means any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

This Warrant, or any part thereof, shall be exercised by properly executing the annexed Subscription Form and by mailing the Warrant, executed Subscription Form and payment in full of the aggregate option price of the number of Shares purchased to the principal office of the Company. No Shares shall be issued until full payment shall have been made therefor by cash or certified check and the Holder shall have none of the rights of a shareholder of the Company until Shares are issued as herein provided. If, in the opinion of counsel to the Company, any law or regulation of the Securities and Exchange Commission or any other body having jurisdiction shall require the Company or the Holder to take any action in connection with the Shares being purchased pursuant to this Warrant, then the Shares shall not be delivered until the completion of the necessary action.

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The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized and issue, fully paid and non-assessable as set forth herein. The Company further covenants and agrees that until the expiration date of this Warrant the Company will, at all times, have authorized, and reserved for the purpose of issuance or transfer upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

This Warrant, and the rights and privileges conferred hereby, shall be exercisable only by the Holder and shall not be assignable or transferable except pursuant to the provisions of the Securities Act of 1933, as amended, and the Rules and Regula-tions promulgated thereunder, AND with the consent of the Company. This Warrant shall be binding upon and shall inure to the benefit of the Company and any succes-sor to the Company and to the Holder's successors and as-signs.

The Holder, by acceptance hereof, acknowledges and agrees that:

(a) The Warrant represented by this certificate has not been registered under the Securities Act of 1933, as amended. This Warrant has been issued to Holder in consideration of serv-ices rendered to the Corporation and for investment purposes only and not with a view to distribution or sale, and may not be made subject to a security interest or be pledged, hypothecated or otherwise transferred without an effective Registration Statement for such Warrant under the Securities Act of 1933, as amended, or an opinion of counsel for the Company that registration is not required under such Act. Any Shares issued upon the exercise of this Warrant shall bear an appropriate restrictive legend un-less such Shares have been registered with the Securities and Ex-change Commission.

(b) Each notice of exercise of any portion of this Warrant must be accompanied by a representation in writing signed by the Holder or the Holder's legal representative, as the case may be, that the Shares of Common Stock are being acquired in good faith for investment purposes only any not with a view to or for sale in connection with any resale of distribution thereof.

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(c)(1) In case the Company shall at any time subdivide the outstanding Common Stock into a greater number of shares or declare a dividend payable in Common Stock, the Warrant Exercise Price in effect immediately prior to such subdivision shall be proportion-ately reduced, and conversely, in case the outstanding Common Stock shall be combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased.

(c)(2) In the event that the Company shall, at any time prior to the expiration date of this Warrant and prior to the ex-ercise thereof: [i] declare or pay to the holders of the Common Stock of the Corporation a dividend payable in any class of shares of stock of the Company; or [ii] change, or otherwise reclassify its Common Stock into the same or a dif-ferent number of shares with or without par value, or into shares of any class or classes; or [iii] consolidate or merge with, or transfer its property as an entirety or substantially as an en-tirety to any other corporation; or [iv] make any distribution of its assets to holders of its Common Stock as a liquidation or par-tial liquidation dividend or by way of return of capital; then, upon the subsequent exercise of this Warrant, the Holder hereof shall receive for the exercise price, in addition to or in sub-stitution for the Share of Common Stock to which the Holder would otherwise be entitled upon such exercise, such additional shares of stock or scrip of the Corporation, or such reclassified shares of stock of the Company, or such shares of the securities or property of the Company resulting from such consolidation, merger or transfer, or such assets of the Corpora-tion which Holder would have been entitled to receive had the Holder exer-cised the Warrant prior to the happening of any of the foregoing events.

This Warrant does not confer upon the Holder hereof any right whatsoever as a stockholder of the Company. Upon the exercise of this Warrant the subscription form attached hereto must be duly executed and the accompanying instructions for the recording of stock completed.

(d) All notices, requests and other communications provided for herein shall be in writing, and shall be deemed to have been made or given when delivered or mailed, first class, postage prepaid, or sent by telex or other telegraphic communications equipment. Such notices and communications shall be addressed:

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(a)	if to the Company, to its registered address.
(b)	if to the Holder, to its address as shown on the registry books maintained by the Company.

(e) No failure or delay of the Holder in exercising any right, power or privilege, hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, or any abandon-ment or discontinuance of steps to enforce such a right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or waived if, but only if, such amendment, modification or waiver is in writing and is signed by a majority of the holders of the Warrants; provided that no amendment, modification or waiver may change the exercise price of (including without limitation any adjustments or any provisions with respect to adjustments, the expiration of or the manner of exercising the Warrants) without the consent in writing of all of the holders of the Warrants outstanding.

This Warrant shall be construed in accordance with and governed by the laws of the State of Nevada.

All warranties, representations and covenants made by the Company herein or in any certificate or other instrument delivered by or on behalf of it in connection herewith or the Notes shall be considered to have been relied upon by the Holder and shall survive the issuance and delivery of the Warrants and the Shares of Common Stock issuable upon exercise of this Warrant, and shall continue in full force and effect so long as this Warrant is outstanding. All statements in any such certificate or other instrument shall constitute representations and warranties hereunder.

All the covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company shall bind its successors and assigns, whether or not so expressed.

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In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any jurisdic-tion, the validity, legality and enforce ability of the remaining provisions contained herein and therein shall not in any way be affected or impaired in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

This Warrant shall not entitle the Holder to any rights as a stockholder of the Company.

IN WITNESS WHEREOF, BEYOND WELLNESS INTERNATIONAL, INC. has caused this Warrant to be executed in its corporate name by one of its officers hereunto duly authorized, and its corporate seal to be hereunto affixed, all as of the day and year first above written.

BEYOND WELLNESS INTERNATIONAL, INC.
By:
	SECRETARY

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BEYOND WELLNESS INTERNATIONAL, INC.

______________________________

SERIES “D” COMMON STOCK PURCHASE WARRANT

SUBSCRIPTION FORM

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _____________ of the Shares of Common Stock of BEYOND WELLNESS INTERNATIONAL, INC. at the exercise price of $6.00 per Share, for a total price for this subscription of $______________. Please issue the Shares of Common Stock so purchased in accordance with the instructions given below.

Date:_________________________

____________________________

(Signature of Holder)

Name of Holder:_________________________________________________

Registered Address______________________________________________

______________________________________________

Taxpayer Identification Number:______________________

[Corporate Seal]

Attest:

7

EX1A-4 SUBS AGMT

EXHIBIT 4.1

BEYOND WELLNESS INTERNATIONAL, INC.

COMMON STOCK
Regulation A Subscription Agreement

NOTICE TO INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(g). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Beyond Wellness International, Inc., a Nevada corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

RECITALS

WHEREAS, the Company desires to offer Units of common stock, par value $0.0001 per share (the “ Common Stock”) on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Tier 2 offerings (the “Offering”), of up to 2,000,000 Units of its securities at a purchase price of $300.00 per Unit (the “Per Unit Purchase Price”), for total gross proceeds of up to $6,000,000 (the “Maximum Offering”); and

WHEREAS, the Investor desires to acquire that number of Units (each Unit consisting of 100 Units of Common Stock and 100 Series “B” Common Stock Purchase Warrants (the “Units”) as set forth on the signature page hereto at the purchase price set forth herein; and

WHEREAS, the Offering will terminate on _____________, 2020, subject to the Company’s right, in its sole discretion, to extend such date to as late as_______(in each case, the “Termination Date”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Subscription.

(a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is 300 Units for a subscription price of $300.00.

(b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated _______, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on _______, 2020 (the “Offering Circular”).

(c) By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed the Offering Circular and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Units on the same date.

(d) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect.

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(e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

2. Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Units by check, credit card, ACH deposit or by wire transfer to an account designated by the Company in Section 8 below. The Investor acknowledges that, in order to subscribe for Units, he must fully comply with the purchase procedure requirements set forth in Section 8 below.

3. Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing: (a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Units and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business; (b) The issuance, sale and delivery of the Units in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Units, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; (c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by the Company’s certificate of incorporation, bylaws and the Delaware General Corporate Law in general.

4. Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Units subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:

(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All actions on Investor’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Company Offering Circular. Investor acknowledges the public availability of the Company’s Offering Circular which can be viewed on the SEC Edgar Database, under the CIK number 0001744320. This Offering Circular is made available in the Company’s qualified offering statement on SEC Form 1-A. In the Company’s Offering Circular it makes clear the terms and conditions of the offering of Units and the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

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(c) Investment Experience; Investor Determination of Suitability. Investor has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Units, and to make an informed decision relating thereto. Alternatively, the Investor has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Units, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Units, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor could bear a complete loss of Investor’s investment in the Company.

(d) No Registration. Investor understands that the Units are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor's representations and warranties, and those of the other purchasers of the Units, in the offering. Investor further understands that, at present, the Company is offering the Units solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Units may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Units under the securities laws of those states in which the Company intends to offer the Units. In the event that Units are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Units as to those states in which the Company is permitted to offer and sell the Units. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Units will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Units will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Units unless such Units have been registered under the applicable state securities laws in which the Units are sold, or unless exemptions from such registration requirements are otherwise available.

(e) Illiquidity and Continued Economic Risk. The Company’s intends to file with OTC Markets, Inc. to have its Common Stock trade on the OTCQB Market. This Market has limited liquidity, and there is no guarantee that the Common Stock will be approved for trading on the OTCQB Market, and if approved there is no guarantee that there will be sufficient liquidity for resale of the Shares.

(f) Valuation; Arbitrary Determination of Per Share Purchase Price by the Company. Investor acknowledges that the Per Share Purchase Price of the Units to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value.

(g) Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided with Investors subscription.

(h) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units. Investor’s subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of Investor’s jurisdiction.

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(i) Fiduciary Capacity. If Investor is purchasing the Units in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Investor has been duly authorized and empowered to execute this Agreement and all other subscription documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating the Investor, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

5. Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction; All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof, or the Laws of the United States of America with respect to any claims or cause of action arising under the Securities Act or the Exchange Act.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows, if to the Company, to Beyond Wellness International, Inc., 303 East 4th Street, Los Angeles, CA 90013. If to Investor, at Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

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8. Purchase Procedure. The Investor acknowledges that, in order to subscribe for Units, he must, and he does hereby, deliver to the Company: (a) a fully completed and executed counterpart of the Signature Page attached to this Subscription Agreement; and (b) payment for the aggregate Purchase Price in the amount set forth on the Signature Page attached to this Agreement. Payment may be made by either check, wire, credit card or ACH deposits.

Please send checks to the Escrow Company. Please note on your check: “Beyond Wellness Reg A offering”

[ESCROW]

Wire instructions to the Escrow Company:

9. Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. This Subscription Agreement supersedes all prior discussions and agreements between the parties, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor on the signature page of this Subscription Agreement. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company via e-mail at investors@yayyo.com. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of California are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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10. Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, the Investor’s investment in the Company and the Units of Common Stock (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than the Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, the Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, the Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, the Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, the Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, the Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event the Investor’s e-mail address on file is invalid; the Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in the Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, the Investor agrees to each of the following: (i) if the Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (ii) the Investor’s consent to receive tax documents electronically continues for every tax year of the Company until the Investor withdraws its consent by notifying the Company in writing.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

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[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]

INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT, IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON, ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE DOLLAR AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ______ day of _________, 2020.

Total Purchase Price: $_________________

Signature of Investor: _____________________________________________

Name of Investor: _____________________________________________

Address of Investor: _____________________________________________

Electronic Mail Address: ___________________________________________

Investor’s SS# or Tax ID#: _________________________________________

ACCEPTED BY: BEYOND WELLNESS INTERNATIONAL, INC.

Signature of Authorized Signatory: __________________________________

Name of Authorized Signatory: Ian E. Gilbey, Chief Executive Officer

Date of Acceptance: _________________, 2020.

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EX1A-6 MAT CTRCT

EXHIBIT 6.2

BEYOND WELLNESS INTERNATIONAL, INC.

CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENT

Beyond Wellness International, Inc.

303 East 4th Street

Los Angeles, CA 90013

Gentlemen:

In connection with the private offering by Beyond Wellness International, Inc., a Nevada corporation (the "Company") of up to $500,000 in principal amount 12% One Year Convertible Promissory Notes (the "Notes"), the undersigned purchaser (the "Purchaser") hereby offers to purchase such principal amount of Notes set forth below.

l. The Company has duly authorized the sale of up to $500,000 in principal amount 12% One Year Convertible Promissory Notes. The Principal Amount of the Note, will be payable One (I) Year from the date of issuance (the "Maturity Date") . The Company shall also pay to the holder interest on said principal sum of this Note at the rate of twelve percent (12%) per annum, accruing from and after the date hereof. Such interest payments shall commence on _________ (prorated from the date of the Note) and shall thereafter be paid on the first business day of each consecutive calendar month, and on the Maturity Date, accelerated or otherwise.

2. Subject to the terms and conditions of this Agreement , the Company shall sell to the Purchaser, and the Purchaser hereby purchases from the Company, the aggregate amount of the Notes indicated on the signature page attached hereto. Such purchase and sale shall take place at a closing (the "Closing") to be held either by mail or at the office of the Company on or before ________ or on such date and at such place and time as may be mutually agreed upon by the Company and the Purchaser, which date may be extended by the Company in its sole discretion.

3. The Purchaser represents, warrants, confirms and agrees with the Company as follows:

3.1 The Purchaser acknowledges receipt and review of the Term Sheet and Executive Summary as provided by the Company.

3.2 The Purchaser has full right, power and authority to execute and deliver this Agreement and to perform each of his obligations hereunder. This Agreement has been duly executed and delivered on behalf of the Purchaser and constitutes the valid and binding obligation of the Purchaser in accordance with its terms. The Purchaser is not subject to any restriction or agreement which prohibits or would be violated by the execution and delivery hereof or the consummation of the transactions contemplated herein or pursuant to which the consent of any third person, firm or corporation is required in order to give effect to the transactions contemplated herein.

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3.3 The Purchaser is acquiring the Notes for his own account for investment and not with a view to the resale or distribution thereof, whether in whole or in part. The Purchaser confirms the meaning of his representation to be that he does not now intend to dispose of all or any portion of the Notes; and that to the best of his knowledge and belief there is no circumstances in the foreseeable future, of which he is now aware, which would require the resale of any portion of such Notes.

3.4 The Purchaser has adequate means of providing for all his anticipated personal needs and has sufficient means to bear the economic risk of losing his investment.

3.5 The Purchaser will not sell, assign, transfer, pledge or distribute any Notes in violation of the Act, and the rules and regulations promulgated thereunder and any applicable state securities law, rule or regulation.

3.6 The Purchaser acknowledges that in formulating his decision to acquire the Notes, he has relied solely upon his own independent investigation of the Company and its business, assets, financial condition and prospects and has consulted with his legal and financial advisors with respect to the nature of his investment and the transactions contemplated herein, and has had the opportunity to make inquiry of Company management as part of his due diligence process. The Purchaser (i) is an "accredited investor" as defined under Section 50l(a) of Regulation D, a summary of which is attached hereto as Exhibit A-I; (ii) has such knowledge of business and financial affairs as is necessary to enable him to understand the nature of the risks attendant to investments in securities in general and to an investment in the Company in particular, and to understand the particular financial and business matters conducted by the Company; (iii) has determined on the basis of consultations with his own legal and tax advisors that the purchase of Notes of the Company is consistent with his own investment objectives and income prospects; and (iv) has had access to any and all information concerning the Company which he and his legal and tax advisors requested or considered necessary to make a proper evaluation of his investment.

3.7 The offer and sale of the Notes has not been registered under the Act or under any applicable state securities law and is intended to be exempt from the registration requirements of the Act by virtue of one or more exemptions promulgated thereunder. Such Purchaser further understands that the Notes being issued hereunder is being issued in reliance upon the exemptions from the registration requirements of the Act provided by Regulation D promulgated under the Act, and in reliance on exemptions from the registration requirements of certain state securities laws, on the grounds that the offering involved has been limited to "accredited investors", as defined under Section 50l(a) of Regulation D, a summary of which is attached hereto as Exhibit A-1. None of the Notes may be sold, assigned, transferred, pledged or distributed unless (i) there is in effect a valid registration statement under the Act covering such sale, assignment, transfer, pledge, or distribution and such sale, assignment , transfer, pledge or distribution is completed in accordance therewith and in accordance with all applicable state securities laws, rules or regulations or (ii) there is delivered to the Company a written opinion of counsel satisfactory to the Company to the effect that such registration is not required, as well as such other documentation incident to such sale, assignment, transfer, pledge or distribution as counsel for the Company shall reasonably request.

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3.8 The Purchaser acknowledges that the Notes which may be issued hereunder shall bear a legend reciting, without limitation, the restrictions on transfer contemplated herein and such other matters as the Company shall deem appropriate.

3.9 The covenants, representations, warranties and agreements of the Purchaser contained herein shall survive the execution hereof and the purchase of the Notes. The Purchaser agrees to indemnify the Company and its officers, directors, agents and employees from and against all loss and liability (including reasonable attorneys' fees) arising out of a breach of any such representations, warranties, covenants and agreements. Notwithstanding the foregoing, no representation, warranty, covenant or agreement made by the Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to the Purchaser under applicable federal or state securities laws.

3.10 At any time on or before the Maturity Date, the Holder of this Note shall have the right to convert the principal and accrued and unpaid interest into fully-paid and non-assessable Shares of Common Stock of the Company at a Conversion Price of $1.00 per Share.

4. This Agreement and the rights, powers and duties set forth herein shall bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.

5. The Purchaser may not assign any of his rights or interests in, to or under this Agreement without submitting written notice to the Company.

6. This Agreement (and all agreements and instruments incorporated herein by reference) represents the entire agreement of the parties with respect to the subject matter hereof and may not be changed or terminated orally.

7. No waiver by any party of any breach of any term hereof shall be construed as a waiver of any subsequent breach of that term or any other term of the same or of a different nature.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflict of laws.

9. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[Signature Page Follows Exhibit]

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Exhibit A-1

As used in Regulation D "accredited investor" shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

(1) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of I 940 or a bu s ine ss de velopme nt company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration; any plan established and maintained by a state, its political subdivisions, or any agency for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary , which is either a bank, savings and loan association, insurance company , or registered investment advise r, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investme nt Advisers Act of 1940;

(3) Any organization described in section 50l(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar bus iness trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000, not including the equity value of the person' s principal residence;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; and

(8) Any entity in which all of the entity owners are accredited investors.

The above definition is a summary only of Regulation D (Reg. § 230.51 ) of the Securities Act of 1933. Regulation D in its entirety should be consulted for more specific requirements.

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BEYOND WELLNESS INTERNATIONAL, INC.

PURCHASER SIGNATURE PAGE

Total Principal Amount of Note Purchased: $__________________

___________________________________

Signature

Name:_______________________________

Address:_____________________________

_____________________________

___________________

Social Security Number 

For Individual or Other

Taxpayer Identification Number

SUBSCRIPTION ACCEPTED:

BEYOND WELLNESS INTERNATIONAL, INC.

By:_____________________________________

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EX1A-6 MAT CTRCT

EXHIBIT 6.3

BILL OF SALE

KNOW ALL PERSONS BY THESE PRESENTS:

ZEPPOLE HOLDINGS TRUST, LLC, By Peter Berkman, Manager, in accordance with that certain Agreement For Purchase and Sale of Assets dated August 1, 2018, and in consideration of the payment of the sum of Five Hundred Thousand dollars ($500,000.00), receipt of payment acknowledged, does hereby sell and transfer to BEYOND WELLNESS INTERNATIONAL, INC., Buyer, and its successors and assigns, the following described personal property:

(i)	All right, title and interest in and to the tradename and style of “Dr. Tom’s” nutraceutical and CBD products;
(ii)	All right, title and interest in and to the proprietary formulas, manufacturing processes, packaging, labeling and marketing of the “Dr. Tom’s” products presently being sold or under development;
(iii)	All right, title and interest in and to the Uniform Resource Locator www.drtomscbd.com as registered by ICANN, and the content, coding, software, and marketing systems associated with the website www.drtomscbd.com.

Seller warrants that it is the lawful owner in every respect of all of the described property and that it is free and clear of all liens, security agreements, encumbrances, claims, demands, and charges of every kind whatsoever.

Seller binds Seller, his/her successors and assigns, to warrant and defend the title to all of the described property to Buyer, his/her successors and assigns, forever against every person lawfully claiming the described property or any part of it.

This Bill of Sale shall be effective as to the transfer of all property listed in it as of the 25^th day of September, 2018.

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IN WITNESS WHEREOF, this Bill of Sale is hereby executed on September 25, 2018.

SELLER:

ZEPPOLE HOLDINGS TRUST, LLC.

By:_____________________________________

     PETER BERKMAN, Manager

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EX1A-6 MAT CTRCT

EXHIBIT 6.4

EX1A-6 MAT CTRCT

EXHIBIT 6.5

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made between WATERFORD GROUP LLC (“CONSULTANT”) and BEYOND WELLNESS INTERNATIONAL, INC. (“Corporation” or “Client”), with respect to the following:

RECITALS

WHEREAS, CONSULTANT is in the business of providing financial advisory services and and general business consulting services to privately held and publicly held corporations; and

WHEREAS, the Client is a private company in the wellness, nutraceutical and CBD products industry, and is presently conducting an Initial Public Offering of its securities pursuant to an SEC-filed Regulation A Offering Circular, and wishes to retain the services of CONSULTANT.

AGREEMENT

IN CONSIDERATION of the mutual promises made by CONSULTANT and the Client, and the terms and conditions hereafter set forth, the receipt and adequacy of such consideration being mutually acknowledged, CONSULTANT and the Client therefore agree to the following:

1. TERMS OR THIS CONSULTING AGREEMENT:

A. TERM: The initial turn shall be for one year commencing on September 30, 2018.

B. CONSULTING SERVICES: As a corporate consulting company, which incorporates a variety of programs, techniques and tools, CONSULTANT will provide general assistance to Client in the areas of corporate finance, mergers and acquisitions, management advisory services, and public relations, such as:

1. Provide financial advisory services to assist Client in the private placement of its equity and/or debt on terms acceptable to its Board of Directors.

2. Assist in augmenting the liquidity of the public market for Client’s securities;

3. Assist in the introduction, analysis and negotiation of merger and acquisition opportunities;

4. Provide introductions to raw material suppliers;

5. Perform other financial and administrative support services at the request of the Corporation’s Board of Directors.

CONSULTANT shall perform the above services in a diligent and efficient manner and will faithfully devote the time and effort necessary to perform the subject services.

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C. CONSIDERATION: For services rendered by CONSULTANT on behalf of Client pursuant to this Agreement, upon execution of this Agreement. Client shall compensate CONSULTANT as follows:

1. Upon execution of this Agreement, Client shall issue to CONSULTANT 500,000 shares of Client’s Common Stock, which shares shall not be registered pursuant to the Securities Act of 1933, as amended, and the certificate representing said shares shall bear the required restrictive legend.

2. CONSULTANT will also be entitled to receive additional compensation based upon the gross amount of any merger, acquisition or financing transaction that the CONSULTANT introduces and which transaction is consummated, and which compensation shall be negotiated by the parties for each specific transaction.

3. CONSULTANT shall receive a cash commission equal to 10% of the purchase price of any raw materials purchased by Client from any manufacturer or supplier introduced by CONSULTANT.

D. EXPENSES. Unless otherwise agreed to in writing, each party shall be responsible for its own costs and expenses with regard to the services to be provided and the terms and conditions set forth in this Agreement.

E. EXTENSIONS AND RENEWALS: This Agreement may be extended (“Extension Period”) on a quarterly or annual basis by mutual agreement of the parties, following a mutual1y negotiated, written amendment to this Agreement specifying the new time period, terms of the Amendment and CONSULTANT's compensation for the Extension Period. Notice of mutually agreed extension amendment must comply with Section 1-F.

F. OFFICIAL NOTICE. All official communications or legal notices shall be given in writing by certified mail or overnight courier addressed to the respective party at the postal address or other address(es) as each party may hereafter designate in writing. The present addresses of the parties are as follows:

CLIENT: 303 East 4th Street, Los Angeles, CA 90013

CONSULTANT: 18865 State Rd 54, #110, Lutz, FL 33558

2. CONFIDENTIALITY OF PROPRIETARY INFORMATION

A. CONFIDENTIAL INFORMATION:

1. “Confidential Information” means any proprietary information, technical data or know-how disclosed to CONSULTANT, either directly or indirectly in writing, orally, by drawing, or by inspection or other tangible items. Confidential information shall include, without limitation, all business, product, research and financial plans of Client disclosed to or discussed with CONSULTANT.

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2. Client agrees not to use any of CONSULTANT's confidential information for its own uses or for any purpose except to carry out discussions or a business understanding between Client and CONSULTANT.

3. Client agrees not to disclose any of CONSULTANT and Companies' confidential information to any third party and, and that they will take all reasonable measures to protect the secrecy of and avoid disclosure or use of CONSULTANT and Companies' confidential information.

4. Client and CONSULTANT acknowledge that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to either party's or any of its parent or sibling companies' confidential information, except as specified in this Agreement.

5. CONSULTANT agrees to be bound by all of the above terms contained in this Section concerning Client's confidential and proprietary information that may be obtained in the course of this Agreement.

B. LIMITATION OF LIABILITY FOR NON PARTY DISCLOSURES:

CONSULTANT shall have no liability to the Client with respect to the use or disclosure to others not party to this Agreement, of such information as CONSULTANT can establish to:

1. Have been publicly known;

2. Have become known, without fault on the part of CONSULTANT, subsequent to disclosure by Client of such information to CONSULTANT;

3. Have been otherwise known by CONSULTANT prior to communication by the Client to CONSULTANT of such information; or

4. Have been received by CONSULTANT at any time from a source other than Client lawfully having possession of such information.

C. UNAUTHORIZED USE:

Both parties agree that any unauthorized use of any proprietary information whether accidental or otherwise shall be construed as intentional and shall be considered a breach of this Agreement.

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3. ARBITRATION:

A. All disputes that cannot be settled between the parties together under this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association then controlling, with venue in the County of Los Angeles, California.

B. DISPUTES SHALL NOT AFFECT AGREEMENT. Disputes, differences or controversies between the parties during the term of this Agreement shall not interrupt performance of this Agreement.

1. In the event of any such dispute, difference or controversy this agreement shall continue to be in full force, and settlements and payments shall be made in the same manner as prior to such dispute, difference or controversy, until the matter in dispute has been finally determined between the parties.

4. TERMINATION OF AGREEMENT:

A. BREACH: Unilateral termination of this Agreement prior to conclusion of the one year term shall be considered breach of this Agreement.

B. FAILURE TO REMIT EXPENSES: The continued lack of payment by Client to CONSULTANT for a period of 14 continuous days pursuant to Section 1(C) shall be considered a breach of this Agreement and shall, at CONSULTANT's option, be valid grounds to terminate this Agreement.

C. COSTS DUE UPON BREACH: Notwithstanding the breach of this Agreement by Client, CONSULTANT shall be entitled to receipt of all fees, hard costs, compensation and expenses incurred for actual work performed at its normal consulting rates, and shall retain or continue to be entitled to any stock either issues or authorized to be issued to CONSULTANT or its designees.

5. CONTROLLING LAWS OF AGREEMENT:

A. BEST EFFORTS BASIS: CONSULTANT agrees that it will at all times faithfully, to the best of its experience, ability and talents, perform all the duties that may be required of and from CONSULTANT pursuant to the terms of this Agreement. CONSULTANT does not guarantee that its efforts will have any impact on Client's business or that any subsequent financial improvement will result from CONSULTANT's efforts. Client understands and acknowledges that the success or failure of CONSULTANT's efforts will be predicated on Client's assets, operating results and management decisions.

B. BINDING LAW: This Agreement shall be subject to all valid applicable laws, rules and regulations of the State of Nevada and of the United States. In the event that this Agreement, any of its provisions, or its outlined operations are found to be inconsistent with or contrary to any such laws, rules or regulations, the latter shall control. Furthermore, if commercially practicable, this Agreement shall be considered modified accordingly and shall continue in full force and effect as so modified.

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1. Both parties reserve the right to meet within a reasonable time and discuss any necessary amendments or modifications should the modified Agreement not be commercially practicable in the opinion of either party's legal counsel.

2. In the event of litigation or other dispute resolution, this Agreement shall be controlled by the laws of the State of Nevada.

3. In the event of dispute resolution, disputes, differences, or controversies shall be heard in the venue of the County of Los Angeles, State of California.

C. ENTIRE AGREEMENT: This Agreement shall constitute the entire Agreement between the parties unless modified by a written amendment signed by all of the parties or their successors in interest. There are no other agreements, undertakings, restrictions, representations or warranties among the parties other than those described and provided for in this Agreement and expressly signed by the parties therein.

D. WAIVER: Client agrees that CONSULTANT's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of that provision or provisions, nor shall such failure prevent CONSULTANT from thereafter enforcing each and every provision of this Agreement.

6. DUE DILIGENCE:

The parties herein agree to mutually cooperate with each other concerning any reasonable requests with respect to pursing proper and necessary due diligence.

7.

PARTIES' REPRESENTATIONS:

Client represents to CONSULTANT and CONSULTANT represents to Client that each of the following are true and complete as of the date of this Agreement:

A. Client and CONSULTANT are corporations organized, validly existing, and in good standing under the laws of the state(s) of their incorporations, with full corporate power and authority and all necessary governmental authorization to own, lease and operate property and carry on their businesses as they are now being conducted. Client and CONSULTANT are qualified to do business in and are in good standing in every jurisdiction in which the nature of their businesses or the property(ies) owned and leased by them makes such qualifications necessary.

8.

CONSULTANT IS NOT AN AGENT OR EMPLOYEE OF CLIENT:

CONSULTANT's obligations under this Agreement consist solely of the services previously described. In no event shall CONSULTANT be considered to act as an employee or agent of Client or otherwise represent or bind Client. For the purposes of this Agreement, CONSULTANT is an independent contractor. All final decisions with respect to acts of Client, whether or not made pursuant to or in reliance on information or advice furnished by CONSULTANT in this Agreement, shall be those of Client. CONSULTANT's employees or agents shall under no circumstances be liable for any expense incurred or loss suffered by Client as a consequence of such action or decisions.

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9.

ATTORNEY FEES:

In the event that any court proceeding or dispute resolution procedure is brought under or in connection with this Agreement, the prevailing party in such proceeding (whether on trial or on appeal) shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incidental to such legal action. The term “prevailing party” as defined in this Agreement shall mean the party in whose favor a final judgment or award on the the merits is entered.

10. FACSIMILE COUNTERPARTS:

This Agreement may be executed by the parties by facsimile and in counterpart.

AGREED TO

this 30^th day of September, 2018.

CLIENT:

BEYOND WELLNESS INTERNATIONAL, INC.
By:	/s/ IAN E. GILBEY
CONSULTANT:
By:	/s/ PETER BERKMAN

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EX1A-6 MAT CTRCT

EXHIBIT 6.6

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made between WALTER SPIEGEL (“CONSULTANT”) and BEYOND WELLNESS INTERNATIONAL, INC. (“Corporation” or “Client”), with respect to the following:

RECITALS

WHEREAS, CONSULTANT is in the business of providing financial advisory services and and general business consulting services to privately held and publicly held corporations; and

WHEREAS, the Client is a private company in the wellness, nutraceutical and CBD products industry, and is presently conducting an Initial Public Offering of its securities pursuant to an SEC-filed Regulation A Offering Circular, and wishes to retain the services of CONSULTANT.

AGREEMENT

IN CONSIDERATION of the mutual promises made by CONSULTANT and the Client, and the terms and conditions hereafter set forth, the receipt and adequacy of such consideration being mutually acknowledged, CONSULTANT and the Client therefore agree to the following:

1. TERMS OR THIS CONSULTING AGREEMENT:

A. TERM: The initial turn shall be for one year commencing on October 27, 2018.

B. CONSULTING SERVICES: As a corporate consulting company, which incorporates a variety of programs, techniques and tools, CONSULTANT will provide general assistance to Client in the areas of corporate finance, mergers and acquisitions, management advisory services, and public relations, such as:

1. Provide financial advisory services to assist Client in the private placement of its equity and/or debt on terms acceptable to its Board of Directors.

2. Assist in augmenting the liquidity of the public market for Client’s securities;

3. Assist in the introduction, analysis and negotiation of merger and acquisition opportunities;

4. Provide introductions to raw material suppliers;

5. Perform other financial and administrative support services at the request of the Corporation’s Board of Directors.

CONSULTANT shall perform the above services in a diligent and efficient manner and will faithfully devote the time and effort necessary to perform the subject services.

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C. CONSIDERATION: For services rendered by CONSULTANT on behalf of Client pursuant to this Agreement, upon execution of this Agreement. Client shall compensate CONSULTANT as follows:

1. Upon execution of this Agreement, Client shall issue to CONSULTANT 15,000 shares of Client’s Common Stock, which shares shall not be registered pursuant to the Securities Act of 1933, as amended, and the certificate representing said shares shall bear the required restrictive legend.

2. CONSULTANT will also be entitled to receive additional compensation based upon the gross amount of any merger, acquisition or financing transaction that the CONSULTANT introduces and which transaction is consummated, and which compensation shall be negotiated by the parties for each specific transaction.

3. CONSULTANT shall receive a cash commission equal to 10% of the purchase price of any raw materials purchased by Client from any manufacturer or supplier introduced by CONSULTANT.

D. EXPENSES. Unless otherwise agreed to in writing, each party shall be responsible for its own costs and expenses with regard to the services to be provided and the terms and conditions set forth in this Agreement.

E. EXTENSIONS AND RENEWALS: This Agreement may be extended (“Extension Period”) on a quarterly or annual basis by mutual agreement of the parties, following a mutual1y negotiated, written amendment to this Agreement specifying the new time period, terms of the Amendment and CONSULTANT's compensation for the Extension Period. Notice of mutually agreed extension amendment must comply with Section 1-F.

F. OFFICIAL NOTICE. All official communications or legal notices shall be given in writing by certified mail or overnight courier addressed to the respective party at the postal address or other address(es) as each party may hereafter designate in writing. The present addresses of the parties are as follows:

CLIENT: 303 East 4th Street, Los Angeles, CA 90013

CONSULTANT: 689 Columbus Ave., #5C, New York NY 10025

2. CONFIDENTIALITY OF PROPRIETARY INFORMATION

A. CONFIDENTIAL INFORMATION:

1. “Confidential Information” means any proprietary information, technical data or know-how disclosed to CONSULTANT, either directly or indirectly in writing, orally, by drawing, or by inspection or other tangible items. Confidential information shall include, without limitation, all business, product, research and financial plans of Client disclosed to or discussed with CONSULTANT.

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2. Client agrees not to use any of CONSULTANT's confidential information for its own uses or for any purpose except to carry out discussions or a business understanding between Client and CONSULTANT.

3. Client agrees not to disclose any of CONSULTANT and Companies' confidential information to any third party and, and that they will take all reasonable measures to protect the secrecy of and avoid disclosure or use of CONSULTANT and Companies' confidential information.

4. Client and CONSULTANT acknowledge that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to either party's or any of its parent or sibling companies' confidential information, except as specified in this Agreement.

5. CONSULTANT agrees to be bound by all of the above terms contained in this Section concerning Client's confidential and proprietary information that may be obtained in the course of this Agreement.

B. LIMITATION OF LIABILITY FOR NON PARTY DISCLOSURES:

CONSULTANT shall have no liability to the Client with respect to the use or disclosure to others not party to this Agreement, of suchinformation as CONSULTANT can establish to:

1. Have been publicly known;

2. Have become known, without fault on the part of CONSULTANT, subsequent to disclosure by Client of such information to CONSULTANT;

3. Have been otherwise known by CONSULTANT prior to communication by the Client to CONSULTANT of such information; or

4. Have been received by CONSULTANT at any time from a source other than Client lawfully having possession of such information.

C. UNAUTHORIZED USE:

Both parties agree that any unauthorized use of any proprietary information whether accidental or otherwise shall be construed as intentional and shall be considered a breach of this Agreement.

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3. ARBITRATION:

A. All disputes that cannot be settled between the parties together under this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association then controlling, with venue in the County of Los Angeles, California.

B. DISPUTES SHALL NOT AFFECT AGREEMENT. Disputes, differences or controversies between the parties during the term of this Agreement shall not interrupt performance of this Agreement.

1. In the event of any such dispute, difference or controversy this agreement shall continue to be in full force, and settlements and payments shall be made in the same manner as prior to such dispute, difference or controversy, until the matter in dispute has been finally determined between the parties.

4. TERMINATION OF AGREEMENT:

A. BREACH: Unilateral termination of this Agreement prior to conclusion of the one year term shall be considered breach of this Agreement.

B. FAILURE TO REMIT EXPENSES: The continued lack of payment by Client to CONSULTANT for a period of 14 continuous days pursuant to Section 1(C) shall be considered a breach of this Agreement and shall, at CONSULTANT's option, be valid grounds to terminate this Agreement.

C. COSTS DUE UPON BREACH: Notwithstanding the breach of this Agreement by Client, CONSULTANT shall be entitled to receipt of all fees, hard costs, compensation and expenses incurred for actual work performed at its normal consulting rates, and shall retain or continue to be entitled to any stock either issues or authorized to be issued to CONSULTANT or its designees.

5. CONTROLLING LAWS OF AGREEMENT:

A. BEST EFFORTS BASIS: CONSULTANT agrees that it will at all times faithfully, to the best of its experience, ability and talents, perform all the duties that may be required of and from CONSULTANT pursuant to the terms of this Agreement. CONSULTANT does not guarantee that its efforts will have any impact on Client's business or that any subsequent financial improvement will result from CONSULTANT's efforts. Client understands and acknowledges that the success or failure of CONSULTANT's efforts will be predicated on Client's assets, operating results and management decisions.

B. BINDING LAW: This Agreement shall be subject to all valid applicable laws, rules and regulations of the State of Nevada and of the United States. In the event that this Agreement, any of its provisions, or its outlined operations are found to be inconsistent with or contrary to any such laws, rules or regulations, the latter shall control. Furthermore, if commercially practicable, this Agreement shall be considered modified accordingly and shall continue in full force and effect as so modified.

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1. Both parties reserve the right to meet within a reasonable time and discuss any necessary amendments or modifications should the modified Agreement not be commercially practicable in the opinion of either party's legal counsel.

2. In the event of litigation or other dispute resolution, this Agreement shall be controlled by the laws of the State of Nevada.

3. In the event of dispute resolution, disputes, differences, or controversies shall be heard in the venue of the County of Los Angeles, State of California.

C. ENTIRE AGREEMENT: This Agreement shall constitute the entire Agreement between the parties unless modified by a written amendment signed by all of the parties or their successors in interest. There are no other agreements, undertakings, restrictions, representations or warranties among the parties other than those described and provided for in this Agreement and expressly signed by the parties therein.

D. WAIVER: Client agrees that CONSULTANT's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of that provision or provisions, nor shall such failure prevent CONSULTANT from thereafter enforcing each and every provision of this Agreement.

6. DUE DILIGENCE:

The parties herein agree to mutually cooperate with each other concerning any reasonable requests with respect to pursing proper and necessary due diligence.

7.

PARTIES' REPRESENTATIONS:

Client represents to CONSULTANT and CONSULTANT represents to Client that each of the following are true and complete as of the date of this Agreement:

A. Client and CONSULTANT are corporations organized, validly existing, and in good standing under the laws of the state(s) of their incorporations, with full corporate power and authority and all necessary governmental authorization to own, lease and operate property and carry on their businesses as they are now being conducted. Client and CONSULTANT are qualified to do business in and are in good standing in every jurisdiction in which the nature of their businesses or the property(ies) owned and leased by them makes such qualifications necessary.

8. CONSULTANT IS NOT AN AGENT OR EMPLOYEE OF CLIENT:

CONSULTANT's obligations under this Agreement consist solely of the services previously described. In no event shall CONSULTANT be considered to act as an employee or agent of Client or otherwise represent or bind Client. For the purposes of this Agreement, CONSULTANT is an independent contractor. All final decisions with respect to acts of Client, whether or not made pursuant to or in reliance on information or advice furnished by CONSULTANT in this Agreement, shall be those of Client. CONSULTANT's employees or agents shall under no circumstances be liable for any expense incurred or loss suffered by Client as a consequence of such action or decisions.

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9.

ATTORNEY FEES:

In the event that any court proceeding or dispute resolution procedure is brought under or in connection with this Agreement, the prevailing party in such proceeding (whether on trial or on appeal) shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incidental to such legal action. The term “prevailing party” as defined in this Agreement shall mean the party in whose favor a final judgment or award on the merits is entered.

10. FACSIMILE COUNTERPARTS:

This Agreement may be executed by the parties by facsimile and in counterpart.

AGREED TO

this 27^th day of October, 2018.

CLIENT:

BEYOND WELLNESS INTERNATIONAL, INC.
By:	/s/ IAN E. GILBEY
CONSULTANT:
By:	/s/ WALTER SPIEGEL

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EX1A-6 MAT CTRCT.7

EXHIBIT 6.7

LINEAR PARK MARKETING, Inc.

3444 Tripp Court

San Diego, CA 92121

LETTER OF INTENT

May 15, 2020

Pending the execution of a Definitive Agreement, which shall be entered into no later than June 30, 2020, the following Letter of Intent (LOI) memorializes the intended transaction between Linear Park Marketing Inc. (LPMI) of 3444 Tripp Ct., San Diego CA 92121 and Beyond Wellness International Inc., (BWII) of 301 E 4^th Unit #4, Los Angeles, CA 90013. The Parties agree to purchase, as well as jointly manage and control, PrimaPharma Inc. (PPI) of 3443 Tripp Ct., San Diego, CA 92121 for a purchase price of $5,000,000 (Five Million Dollars) for an eighty percent (80%) interest in PPI.

The General Terms are as follows:

Ownership: 

· LPMI to own and control 51.00% (of the 80% being purchased)

· BWII to own and control 49.00% (of the 80% being purchased)

· The Parties shall enter into a mutually-acceptable Management and Operation Agreement on or before the Closing Date set forth in the Definitive Agreement, which shall incorporate the general terms of this Letter of Intent.

Income and Capital:

· LPMI agrees to pay PPI its standard fees for providing cGMP processes and systems for drug development and formulation to PPI including management of facility improvements and hiring of required personnel.

· BWII to provide $5 million in new capital required for the intended purchase.

Terms:

· Total capital payment to LPMI of $5,000,000, inclusive of the $1,000,000 deposit.

· BWII to provide, upon the execution of the Definitive Agreement, a $1 million deposit. Said funds to be deposited in escrow account with Attorney Blair Krueger (In house counsel of LPMI) pending completion of all required due diligence. The deposit becomes non-refundable 30 days following the date of deposit.

· Within 60 days, or less, from the Closing Date an additional payment to LPMI of $2 million.

· Within 120 days, or less, from the Closing Date an additional payment to LPMI of $2 million. In the event BWII misses the agreed payment schedule, LPMI shall provide a 10-day period to cure. If the funding is less than the agreed $5,000,000 the interest in PPI will be adjusted pro-rata.

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Additional Items:  

· LPMI will refine all its CBD products utilizing the PPI cGMP processes

· BWII will nominate one board member within 30 days of closing.

· BWII will have the right to manufacture its CBD product line(s) at LPMI.

· The manufacturing of BWII products to be fully cGMP in the same manner and quality as PPI customers

· This letter of intent is subject to agreement with Hampar Karageozian, owner of 96.4% of PPI and George Callas a PPI lender holding Mr. Karageozian’s stock as collateral for a loan Mr. Callas made to PPI.

Agreed:

By:	/s/ MARK T. LIVINGSTON	By:	/s/ IAN E. GILBEY
	Mark T. Livingston, President		Ian Gilbey, President
	Linear Park Marketing, Inc.		Beyond Wellness International Inc.
	858-518-5940 Mobile

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EX1A-11 CONSENT

EXHIBIT 11.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Board of Directors of Beyond Wellness International, Inc.:

We hereby consent to the inclusion in the Offering Circular filed under Regulation A on Form 1-A of our reports dated May 22, 2020, with respect to the balance sheets of Beyond Wellness International, Inc. as of March 31, 2019 and 2018 and the related statements of operations, shareholders’ equity/deficit and cash flows for the fiscal year periods thus ended and the related notes to the financial statements.

/s/ MaughanSullivan LLC

Manchester, VT

June 3, 2020

EX1A-12 OPN CNSL

EXHIBIT 12.1

Peter Berkman Peter Berkman Attorney PLLC Fl Bar No. 110330 18865 SR 54 #110 Lutz, FL 33558 Phone: 813.600.2971 Mobile: 813.447.7737 Facsimile: 888.413.0890 Email:peter@peterberkmanlaw.com Website: www.peterberkmanlaw.com

June 3, 2020

Beyond Wellness International, Inc.

303 East 4th Street,

Los Angeles, CA 90013

Re: Offering Circular on Form 1-A/A, Amendment No. 2

To The Board of Directors:

On the date hereof, Beyond Wellness International, Inc., a Nevada corporation (the "Company"), intends to transmit to the Securities and Exchange Commission (the "Commission") an Offering Circular on Form 1-A/A (the "Offering Circular"), relating to 6,000,000 shares of the Company's common stock, $ .0001 par value per share (the "Common Stock”), 6,000,000 Series B Common Stock Purchase Warrants, and 6,000,000 shares of the Company’s Common Stock issuable upon conversion of the Series B Common Stock Purchase Warrants. We consent to the inclusion of this opinion is an exhibit to the Offering Circular.

We have at times acted as counsel to the Company with respect to certain corporate and securities matters, and in such capacity we are familiar with the various corporate and other proceedings taken by or on behalf of the Company in connection with the proposed offering as contemplated by the Offering Circular.

In connection with this opinion, we have examined and are familiar with originals or copies, certified, or otherwise identified to our satisfaction, of the Offering Circular, the Certificate of Incorporation and Bylaws of the Company, the records of corporate proceedings of the Company and such other statutes, certificates, instruments and such other documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion.

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In such examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and all public records reviewed are accurate and complete. As to factual matters, we have relied upon statements or representations of officers and other representatives of the Company, public officials or others and have not independently verified the matters stated therein. Insofar as this opinion relates to securities to be issued in the future, we have assumed that all applicable laws, rules and regulations in effect at the time of such issuance are the same as such laws, rules and regulations in effect as of the date hereof.

Based upon an examination and review of such corporate documents and records, certificates and other documents as we have deemed necessary, relevant, or appropriate, we are of the opinion that the of 6,000,000 shares of the Company's common stock offered herein, and the 6,000,000 shares of Common Stock issuable upon the exercise of the 6,000,000 Series B Common Stock Purchase Warrants will, when issued, be validly issued, fully paid and nonassessable. The Warrants are a binding obligation of the Registrant pursuant to the Laws of the State of Nevada.

This opinion is limited in all respects to the laws of the United States, and the Revised Statutes of the State of Nevada (including the statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting the foregoing), and I express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction.

I hereby consent to the inclusion of this opinion letter as an exhibit to the Offering Circular and the reference to me under the caption “Opinion Regarding Legality of Securities” in the Offering Circular. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. This opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company.

Very truly yours,

/s/ Peter Berkman

_______________________________

PETER BERKMAN, ESQ.

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