UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For
the quarterly period ended:
or
For the transition period from to
Commission
File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o Ian James |
| (Address of Principal Executive Offices) (Zip Code) |
| (Registrant’s Telephone Number, Including Area Code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | ||
| Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As of March 17,
EXPLANATORY NOTE
Better For You Wellness, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2022 (the “Original Form 10-Q”).
Background of Restatement
This Amendment No. 1 is being filed for the sole purpose of restating certain of the financial statements included in the Original Form 10-Q (the “Restatement”) due to the Company discovering that it made the following errors in the Original Form 10-Q: (i) not translating correctly the foreign currency balance for a mark-to-market contract; and (ii) not including certain debt issuance costs in the computation of the effective interest rate for a loan note. In the Original Form 10-Q filed October 21, 2022, the negative net loss was reported as $787,106 for the three months ended May 31, 2022, and $1,582,699 for the six months ended August 31, 2022. The Amended and Restated negative net loss is reported as $767,677 a difference of $19,429 in lower net loss for the three month period ended May 31, 2022, and $76,850 greater net loss for the six month period ended August 31, 2022.
On March 3, 2023, the Company filed a Current Report on Form 8-K disclosing that the financial statements included in the Original Form 10-Q should not be relied upon.
In connection with the Restatement, management had concluded that the Company had a material weakness in its internal control over financial reporting as of May 31, 2022, as the Company’s internal control over financial reporting did not operate effectively, resulting in material errors in the financial statements included in the Original 10-Q. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and material weakness identified, refer to Controls and Procedures in Part I, Item 4.
Internal Control Considerations
In connection with the Restatement, management has concluded that the Company had a material weakness in its internal control over financial reporting as of August 31, 2022, as the Company’s review control over the accuracy of its financial statements did not operate effectively, resulting in material errors in the financial statements. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and material weakness identified, refer to Controls and Procedures in Part I, Item 4.
Items Amended in this Amendment No. 1
This Amendment No. 1 sets forth the Original Form 10-Q, as modified and superseded where necessary to reflect the Restatement and the related disclosure controls and procedures and internal control considerations. Accordingly, the following items included in the Original Form 10-Q have been amended:
| ● | Part I, Item 1, Financial Statements | |
| ● | Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| ● | Part I, Item 4, Controls and Procedures | |
| ● | Part II, Item 1A, Risk Factors |
Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment No. 1 currently dated certifications from its Chief Executive Officer, Chief Financial Officer, and President.
Except as described above and in Note 9, Restatement, this Amendment No. 1 does not amend, update or change any other disclosures in the Original Form 10-Q. In addition, the information contained in this Amendment No. 1 does not reflect events occurring after the Original Form 10-Q and does not modify or update the disclosures therein, except to reflect the effects of the Restatement.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Amendment No. 1 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this Amendment No. 1 regarding development of our strategy, future operations, future financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
| ● | any statements of the plans, strategies and objectives of management for future operations; | |
| ● | any statements concerning proposed new products, services or developments; | |
| ● | any statements regarding future economic conditions or performance; | |
| ● | our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; | |
| ● | our estimates regarding the sufficiency of our cash resources and our need for additional funding; and, | |
| ● | any statement that our business, financial condition and results of operations may be materially adversely affected by global health epidemics, including the recent COVID-19 pandemic. |
The words “believe,” “anticipate,” “design,” “estimate,” “plan,” “predict,” “seek,” “expect,” “intend,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements and you should not place undue reliance on these statements. There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. These factors and the other cautionary statements made in this Amendment No. 1 should be read as being applicable to all related forward-looking statements whenever they appear herein. Except as required by law, we do not assume any obligation to update any forward-looking statement. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
INDEX
i
PART I - FINANCIAL INFORMATION
BETTER FOR YOU WELLNESS, INC.
Condensed Consolidated Balance Sheet (unaudited)
As of August 31, 2022 and February 28, 2022
Consolidated August 31, | February 28, | |||||||
| 2022 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Related Party Receivable | ||||||||
| Inventory | ||||||||
| Prepaids and other assets | ||||||||
| Total Current assets | ||||||||
| Equipment, net | ||||||||
| Goodwill | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDER EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts Payable | $ | $ | ||||||
| Deferred Compensation | ||||||||
| Clearbanc Debit Card | ||||||||
| Note Payable- RP | - | |||||||
| Other Current Liabilities | ||||||||
| Total Current liabilities | $ | $ | ||||||
| Long-Term Liabilities | ||||||||
| Notes Payable - PayPal Capital | ||||||||
| Notes Payable Shopify Capital | ||||||||
| Convertible notes payable, net accumulated interest | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Preferred stock ( $ | ||||||||
| Common stock ($ | ||||||||
| Additional Paid in Capital | ||||||||
| Shares cancelable | ( | ) | ||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
BETTER FOR YOU WELLNESS, INC.
Condensed Consolidated Statement of Operations
(Unaudited)
For the three and six months ended August 31, 2022 and 2021
| For the Three Months Ended August 31, | For the Six Months Ended August 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | ||||||||||||||||
| Merchandise Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Good Sold | ||||||||||||||||
| Gross Profit | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Operating Expenses | ||||||||||||||||
| Share based expense | ||||||||||||||||
| Selling, General and Administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Income/(Loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Other expense | ||||||||||||||||
| Total Other Income | ( | ) | ( | ) | ||||||||||||
| Net income/(loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average number of common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
BETTER FOR YOU WELLNESS, INC.
Consolidated and Condensed Statement of Changes in Stockholder (Deficit)
For the Three and Six Months Ended August 31, 2022 and 2021
(UNAUDITED)
| Common Shares | Par Value Common Shares | Series
A Preferred Shares | Par Value Series A Preferred Shares | Additional
Paid-in- Capital | Shares Cancellable | Accumulated Deficit | Total | |||||||||||||||||||||||||
| Balances, February 28, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Common shares cancelled and returned to the Company | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Common shares issued for shares payable | ( | ) | ||||||||||||||||||||||||||||||
| Common shares issued for services to Company | ||||||||||||||||||||||||||||||||
| Common shares issued for purchase of subsidiary | ||||||||||||||||||||||||||||||||
| Stock option expense | - | - | ||||||||||||||||||||||||||||||
| Warrants Issued | - | - | ||||||||||||||||||||||||||||||
| Warrants Issued | ||||||||||||||||||||||||||||||||
| Debt Forgiveness | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balances, May 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common shares issued for services to the Company | ||||||||||||||||||||||||||||||||
| Common shares issued for cash received | ||||||||||||||||||||||||||||||||
| Stock option expense | - | - | ||||||||||||||||||||||||||||||
| Fair value of warrants issued | - | - | ||||||||||||||||||||||||||||||
| Forfeiture of stock compensation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance August 31,2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common Shares | Par Value Common Shares | Series
A Preferred Shares | Par Value Series A Preferred Shares | Additional Paid-in- Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| Balances, February 28, 2021 | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common shares issued after reorganization | - | ( | ) | |||||||||||||||||||||||||
| Preferred shares issued after reorganization | - | - | ||||||||||||||||||||||||||
| Expenses paid on behalf of the Company and contributed to capital - | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, May 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common shares issued for services | - | - | ||||||||||||||||||||||||||
| Expenses paid on behalf of the Company and contributed to capital - | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||
| Balances, August 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
3
BETTER FOR YOU WELLNESS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the six months ended August 31, 2022 and 2021
| Six Months | Six Months | |||||||
| August 31, | August 31, | |||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile Net Loss to net cash provided by (used in) operating activities: | ||||||||
| Share based expenses | ||||||||
| Amortized debt discount and debt issuance costs | ||||||||
| Depreciation | ||||||||
| Changes in current assets and liabilities: | ||||||||
| Inventory | ||||||||
| Accounts Receivable | ( | ) | - | |||||
| Related Party Receivable | ( | ) | - | |||||
| Accounts Payable | ( | ) | ||||||
| Deferred Compensation | ||||||||
| Other Liabilities | ( | ) | - | |||||
| Accrued Interest | - | |||||||
| Net cash provided by (used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Fixed Asset | ( | ) | ||||||
| Total Cash Flow from Investing Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payment of debt issuance costs | ( | ) | ||||||
| Proceeds from Convertible loan, net of original issue discount | ||||||||
| Proceed from related party note payable | ||||||||
| Common Share Issuance | ||||||||
| Expenses contributed to capital | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | $ | ( | ) | $ | ||||
| Cash at beginning of period: | $ | $ | ||||||
| Cash at end of period: | $ | $ | ||||||
| NON-CASH FINANCING TRANSACTIONS: | ||||||||
| Discount on notes payable for warrants | $ | $ | - | |||||
| Warrants issued and extended for common stock issuance costs | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
Better For You Wellness, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Organization and Description of Business
Better For You Wellness, Inc. (“we,” “us,” “our”, the “Company” or the “Registrant”) was originally incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020.
On April 26, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were Sauer Energy, Inc. (“SENY” or “Predecessor”), Fast Track Solutions, Inc. (“Successor”), and Fast Track Merger Sub, Inc. (“Merger Sub”). Our former director, Jeffrey DeNunzio, was the sole director/officer of each constituent corporation in the Reorganization.
Fast Track Solutions, Inc. issued
Pursuant to the above, on April 26, 2021, Sauer Energy, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on May 5, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Fast Track Solutions, Inc.’s (“Successors”) common stock.
Fast Track Solutions, Inc., as successor issuer to Sauer Energy, Inc., continued to trade in the OTC MarketPlace under the previous ticker symbol “SENY” until the new ticker symbol “FTRK” for the Company was released into the OTC MarketPlace on May 6, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 31188W108.
The Company believes that the Reorganization, deemed effective on May 5, 2021, was not a transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve an “offer”, “offer to sell”, “offer for sale” or “sale” within the meaning of Section 2(3) of the Securities Act of 1933. The Reorganization was consummated without the vote or consent of the Company’s stockholders. In addition, the provisions of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”; or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.”
On May 5, 2021, after the completion of the Holding Company Reorganization, we canceled all of the stock we held in Sauer Energy, Inc., resulting in Sauer Energy, Inc. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with Sauer Energy, Inc. after the Reorganization. Jeffrey DeNunzio, the Director of Sauer Energy, Inc., did not discover any assets of Sauer Energy, Inc. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of Sauer Energy, Inc. as a stand-alone company.
Given that the former business plan and objectives of Sauer Energy, Inc. and the business plan and objectives of Fast Track Solutions, Inc. substantially differed from one another, we conducted the corporate separation with Sauer Energy, Inc. immediately after the effective time of the Reorganization in order to avoid any shareholder confusion. The former business plan of Sauer Energy, Inc. (the development and marketing of wind powered electric generators) under the leadership of its former directors, did not, in any way, represent the blank check business plan of Fast Track Solutions, Inc. at that time, and thus it is the belief of the Company that the corporate separation ameliorated shareholder confusion about our identity and/or corporate objectives. It is our belief that Sauer Energy was a shell company at the time of the Reorganization.
5
The corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the discretion of our sole director, to be for the benefit of the corporation and its shareholders. Former shareholders of Sauer Energy, Inc. were then the shareholders of Fast Track Solutions, Inc. and had the opportunity to benefit from a business combination with another company. The Company intended to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business at that time
After the reorganization and through July
18, 2021, CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, was our controlling
shareholder, owning
On July 19, 2021, Better For You Wellness,
Inc., FKA “Fast Track Solutions, Inc.”, a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement
(the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Green Ohio Ventures,
LLC, an Ohio Limited Liability Company (“GOHV”), Ian James, and Stephen Letourneau, pursuant to which, on July 30, 2021 (“Closing
Date”), CRS sold
On August 19, 2021, the Company filed an 8-K with the SEC to disclose an amendment to the Company’s Articles of Incorporation that the Company filed on August 18, 2021, with the Nevada Secretary of State to change its name to Better For You Wellness, Inc. Within the aforementioned 8-K, the Company disclosed that, at the time, it was pending a FINRA corporate action to affect the name change on the OTC to Better For You Wellness, Inc., and also a ticker symbol change. FINRA announced, on their September 29, 2021 daily list, that the market effective date of our name change, and ticker symbol change, will be September 30, 2021. On September 30, 2021, we will begin trading under the symbol BFYW. The new CUSIP number associated with our common stock, as of the market effective date of September 30, 2021, is 08771B105.
On August 24, 2021, Green Ohio Ventures, LLC
transferred
From August 24, 2021 to August 25, 2021, Green
Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of
On February 3. 2022, the Company was approved by OTC Markets to up-list its common stock from the OTC Pink Sheets to the OTCQB® Venture Market (the “OTCQB”). The Company began trading of its common shares on the OTCQB as of the market open on February 3, 2022, under its same symbol, “BFYW.”
The Company’s current business plan is to explore and evaluate various opportunities in the plant-based food and beverage and consumer packaged goods sectors, including but not limited to, mergers, acquisitions, or business combination transactions, after which the Company would cease to be a “shell” or “blank check” company. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.
6
On November 15, 2021, the Company’s wholly owned subsidiary, Glow Market, LLC was formed in the State of Ohio. Subsequently, Glow Market, LLC launched its first brand, Better Suds, an online retailer of specialty all-natural, cruelty-free, gluten-free and chemical-free soaps. Better Suds commenced operations in December 2021.
On April 29, 2022 the Company entered into
a Membership Interest Purchase Agreement (the “MIPA”) with Amanda Cayemitte and Yapo M’be (referred to together as
the “Sellers”) to acquire the right, title and interest in, including all of the outstanding membership interests (referred
to together as the “MM Interests”) of Mango Moi, LLC (“Mango Moi”). Mango Moi is a hair and skincare business
located in Chicago, Illinois. Pursuant to the MIPA, in exchange for the MM Interests, the Company agreed to pay the Sellers a purchase
price consisting of shares of the Company’s common stock, par value $
The MIPA closed (the “Closing”) on May 26, 2022, on which date the Company paid the Sellers the Purchase Price by issuing the Company Common Stock to the Sellers and the Sellers transferred the MM Interests to the Company, and on which date Mango Moi became a wholly owned subsidiary of the Company. At the Closing the Company entered into the Employment Agreement with Amanda Cayemitte and the Consulting Agreement with Yapo M’be.
The Company intends to optimize Mango Moi’s product formulae and packaging, as well as secure new manufacturing relationships to scale production capacity. Additionally, the Company plans to expand Mango Moi’s product offerings to include additional products and product bundles. Furthermore, the Company intends to grow sales through direct-to-consumer marketing efforts, subscription box sales, and pursuing wholesale sales relationships.
The Company’s main office is located at 1349 East Broad Street, Columbus OH 43205.
The Company has elected February 28th as its year end.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of February 28, 2022 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed Consolidated Financial Statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022 filed with the SEC.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Glow Markets, LLC and Mango Moi, LLC. All significant intercompany accounts and transactions have been eliminated.
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
There were no material changes in the Company’s significant accounting policies for the three and six months ended August 31, 2022 as compared to the year ended February 28, 2022. See Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2022, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates.
The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
7
Cash and Cash Equivalents
The Company considers all highly liquid investments
with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at August 31, 2022
and February 28, 2022 were $
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years).
Revenue Recognition
The Company has prepared its unaudited condensed consolidated financial statements in accordance with GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of August 31, 2022 and February 28, 2022, the Company had no deferred revenues.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at August 31, 2022.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company did not have any dilutive instruments for the three and six months ended August 31, 2022, and 2021, respectively. Thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
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- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2022 and February 28, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity–Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of August 31, 2022 and February 28, 2022.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 will become effective for us in the first quarter of 2023. We are evaluating the impact that the adoption of this update will have on our financial statements; however, it is not expected to be material.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established enough sources of revenue to cover its operating costs. Management plans to fund operating expenses with related party capital contributions. There is no assurance that management’s plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 4 - Business Combinations
On April 29, 2022, we entered into an asset purchase agreement to acquire substantially all of the assets of Mango Moi. The acquisition was accounted for in accordance with GAAP and was made to expand our market share in the personal care category and due to synergies of product lines and services between the Companies. The acquisition closed May 26, 2022.
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The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities at the date of acquisitions as follows:
| Assets acquired: | ||||
| Cash | $ | |||
| Inventory | ||||
| Total Assets Acquired | ||||
| Liabilities assumed: | ||||
| Clearbanc Debit Card | ||||
| Notes Payable - PayPal Capital | ||||
| Notes Payable Shopify Capital | ||||
| Sales Tax Payable | ||||
| Total Liabilities Assumed | ||||
| Total identifiable net assets | ||||
| Purchase price | ||||
| Goodwill - Excess of purchase price over fair value of net assets acquired on acquisition date | $ | |||
The purchase price of $
As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed and may have an impact on the Company’s results of operations and financial position.
The following unaudited pro forma information presents a summary of the condensed consolidated results of operations for the Company as if the acquisition of Mango Moi had occurred on March 1, 2021.
| For the Three months ended | ||||||||
| (unaudited) | (unaudited) | |||||||
| August 31, 2022 | August 31, 2021 | |||||||
| Total revenues | $ | $ | ||||||
| Net (loss) income | $ | ( | ) | $ | ( | ) | ||
| Loss per share | $ | $ | ||||||
| For the Six months ended | ||||||||
| (unaudited) | (unaudited) | |||||||
| August 31, 2022 | August 31, 2021 | |||||||
| Total revenues | $ | $ | ||||||
| Net (loss) income | $ | ( | ) | $ | ( | ) | ||
| Loss per share | $ | $ | ||||||
The unaudited pro forma consolidated results are based on our historical financial statements and those of Mango Moi and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of March 1, 2021.
The following tables present the amounts of revenue and earnings of Mango Moi since the acquisition date included in the condensed consolidated income statement for the reporting period.
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| (unaudited) | (unaudited) | |||||||
| For the three months ended August 31, | For the six months ended August 31, | |||||||
| 2022 | 2021 | |||||||
| Mango Moi: | ||||||||
| Total revenues | $ | $ | ||||||
| Net income | $ | ( | ) | $ | ( | ) | ||
Note 5 - Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at August 31, 2022.
Note 6 - Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of August 31, 2022 other than the following:
On September 17, 2021, our Board of Directors
unanimously approved to enter into and consummate an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Pursuant to
the agreement with SRAX, the Company will be granted access to a platform developed by SRAX, known as the “Sequire Platform”
which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence
and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly
traded companies”. In exchange for twelve months of access to the Sequire Platform, we paid SRAX $
Also on September 17, 2021, our Board of Directors unanimously agreed to approve to enter into and consummate another agreement with SRAX, whereas SRAX will provide advertising and marketing services to the Company on a case-by-case basis, as may be requested by the Company.
On April 18, 2022, Better For You Wellness,
Inc., a Nevada corporation (the “Company”), entered into a Standby Equity Commitment Agreement, dated April 11, 2022 (the
“SECA”) with MacRab LLC, a Florida limited liability company (the “Investor”). The SECA provides the Company
with an option to sell up to $
On May 26, 2022 the Company acquired Mango Moi, LLC as a wholly-owned subsidiary (See Note 1). As part of the purchase agreement, the Company entered into an employment agreement and a consulting agreement as follows:
Employment Agreement
Pursuant to the Employment Agreement, which
is to be effective as of 45 days from the signing of the MIPA, the Company agreed to employ Amanda Cayemitte as the Chief Visionary Officer
of Mango Moi to provide duties including normalizing the Company’s strategic-planning processes, forging new working relationships
and synergies across the organization, and establishing greater transparency and accountability for those people carrying out the Company’s
strategy. As compensation under the Employment Agreement, the Company agreed to pay Amanda Cayemitte an annual salary of $
The Employment Agreement can be terminated any time by either party by giving 30 days written notice to the other party. If the Employment Agreement is terminated, Amanda Cayemitte will be entitled to receive compensation for:
| ● | one month upon completion of one full calendar year of employment with the Company; |
| ● | two months upon completion of two full calendar years of employment with the Company, and |
| ● | three months upon competition of two full calendar years of employment with the Company. |
However, if Amanda Cayemitte breaches any terms of the Employment Agreement, the Company may terminate the Employment Agreement without any notice and with compensation being paid to Amanda Cayemitte only through the date of such termination.
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Consulting Agreement
Ian James Employment Agreement
On July 21, 2022 the Company’s Compensation
Committee approved a formal Employment Agreement with Ian James, the Company’s Chief Executive Officer and the Company entered
into the Agreement with Mr. James as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee
will earn a Base Salary in the amount of $
The Employee shall also be eligible to earn
an additional payment (BONUS) of $
Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable.
After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31st.
Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next.
Stephen Letourneau Employment Agreement
On July 21, 2022 the Company’s Compensation
Committee approved a formal Employment Agreement with Stephen Letourneau, the Company’s Chief Branding Officer and the Company
entered into the Agreement with Mr. Letourneau as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1,
2022, Employee will earn a Base Salary in the amount of $
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The Employee shall also be eligible to earn
an additional payment (Bonus) of $
Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable.
After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31st.
Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next.
Jacob Ellman Employment Agreement
Pursuant to the Company’s Compensation
Committee approval of July 21, 2022, The Company entered a formal Employment Agreement with Jacob Ellman, the Company’s Chief Business
Development Officer and the Company entered into the Agreement with Mr. Ellman as of October 14, 2022. As compensation under the Employment
Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $
The Employee shall also be eligible to earn
an additional payment (Bonus) of $
Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable.
After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31st.
Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next.
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Note 7 - Convertible Note Payable
On June 7, 2022, the Company entered into
a second Securities Purchase Agreement with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”). The first
Security Purchase Agreement with Mast Hill Fund, L.P. was entered On April 12, 2022. Pursuant to the June 7, 2022 Security Purchase Agreement,
Mast Hill purchased a promissory note, with a principal amount of $
Pursuant to the Purchase Agreements, the Company
issued to Mast Hill
In connection with the Purchase Agreements, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Mast Hill, pursuant to which the Company is obligated to file a registration statement within 90 days of the date of the Registration Rights Agreement covering the sale of the Commitment Shares and the shares of the Company’s common stock that may be issued to Mast Hill pursuant to the conversion of the Note.
JH Darbie & Co., Inc. (“JH Darbie”)
and the Company are parties to a Finder’s Fee Agreement, signed March 15, 2020 (“Finder’s Agreement”) pursuant
to which JH Darbie would introduce the Issuer to third-party investors. Pursuant to the Finder’s Agreement, in relation to both
the April 12, 2022 and the June 7, 2022 Securities Purchase Agreement with Mast Hill Fund, L.P., J.H. Darbie received approximately $
On July 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 180 calendar days to file the initial Registration Statement and 270 calendar days to have it declared effective. On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037.
Note 8 - Stock Purchase Warrant Liability
JH Darbie & Co., Inc. (“JH Darbie”)
and the Company are parties to a Finder’s Fee Agreement, signed March 15, 2020 (“Finder’s Agreement”) pursuant
to which JH Darbie would introduce the Issuer to third-party investors. Pursuant to the Finder’s Agreement, in relation to the
April 12, 2022 and the June 7, 2022 Securities Purchase Agreement with Mast Hill Fund, L.P., two equal payments of fees of approximately
$
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Note 9 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company
consists of
During the three months ended May 31, 2021,
Common Stock
The authorized common stock of the Company
consists of
At the time of reorganization, former shareholders
of Sauer Energy, Inc. became shareholders of Fast Track Solutions, Inc., representing
On July 19, 2021,
On August 24, 2021, Green Ohio Ventures, LLC
transferred
From August 24, 2021 to August 25, 2021, Green
Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of
On August 24, 2021,
On October 11, 2021,
On October 11, 2021,
On November 17, 2021,
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On January 3, 2022,
On January 13, 2022,
On April12, 2022,
On April 12, 2022, the Company entered into
a Securities Purchase Agreement with Mast Hill Fund, L.P., in which Mast Hill purchased a promissory note, with a principal amount of
$
Pursuant to the Purchase Agreements, the Company
issued to Mast Hill
On May 26, 2022,
On July 12, 2022,
On July 27, 2022 the Company filed its Pre-14-C
notice and accompanying Information Statement and furnished this information to the holders of shares of common stock, par value $
During the period ended August 31, 2022, a
total of
On October 12, 2022, the Board of Directors
authorized the issuance of
Shares Cancellable
On July 11, 2022, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement with former Director Dr. Nicola Finley (the “Option Cancellation and Forfeiture Agreement”). Under the Option Cancellation and Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr. Nicola Finley’s option to purchase 4,000,000 common shares of the Company that was granted to the optionee pursuant to the Director Agreement dated as of August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no further rights to exercise the option to purchase 4,000,000 common shares of the Company. The cancellation and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common shares granted by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated as of August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr. Nicola Finley may have been entitled to under the option to purchase 4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley $1.00.
Stock Options
During the fiscal year ended February 28,
2022, the Company granted options exercisable for up to
The Company fair valued the options on the
grant dates at $
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Additional Paid-In Capital
During the quarterly period ended August 31,
2022, a total of $
This includes Common Shares issued for services
for the Company including $
Related-Party Transactions
Loan to Company
During the six-month period ended August 31,
2022, Green Ohio Ventures, LLC, paid expenses on behalf of the Company totaling approximately $
Ian James, the Company’s Chief Executive
Officer loaned the Company $
Stephen Letourneau the Company’s Chief
Branding Officer paid expenses on behalf of the Company totaling approximately $
Director David Deming paid expenses on behalf
of the Company totaling approximately $
In addition, the Company acquired $
Additionally, during the six-month period
ended August 31, 2022, Company Officers Deferred Compensation totaling $
Note 10 - Impairment Expense
During the period ended August 31, 2022, the Company had no Impairment Expenses.
Note 11 - Subsequent Events
On September 20, 2022, the Company entered
into a Manufacturing Agreement with Ironwood Clay Company (ICCI) to develop commercially scaled Personal Care Products for Mango Moi
and other products in the Company’s portfolio. The Company agreed to pay a non-refundable deposit of $
Once the Company has approved the final Formula(s) and places a Purchase Order exceeding $10,000 USD, the non-refundable deposit will be applied to the total amount of the Purchase Order. Upon ordering at least Twenty-Five Thousand US Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI herein in respect of such Product and Formula shall cease, the Company shall no longer be obligated to purchase Products from ICCI, and the Client shall be free to engage any other manufacturer for such purpose.
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On September 22, 2022, the Company announced the cancelation of the Letter of Intent (LOI) to acquire Ironwood Clay Company (ICCI) because ICCI was unable to have its Clay Mining Operation adequately meet SEC reporting requirements related to the mining of a natural resource. Additionally, ICCI owners were unwilling to bifurcate the Mining Operation from the Personal Care Manufacturing.
On September 22, 2022, the Company announced the Letter of Intent (LOI) to acquire The Ideation Lab and its functional beverage division, The Jordre Well.
The Ideation Lab is a brand solutions incubator and accelerator focused on the plant-based wellness and hemp-infused industry. The Ideation Lab has been developing plant-based wellness brands since 2020, including Garrett and Emmett’s Pet Treats, a pet lifestyle brand, E.J. Well Co, a women’s wellness brand, and others.
The Jordre Well is a functional beverage company
that is
On October 11, 2022, Mast Hill Fund agreed
to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 270 calendar days to file the initial
Registration Statement and 360 calendar days to have it declared effective. This extension follows the July 11, 2022 extension in which
Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 180 calendar days
to file the initial Registration Statement and 270 calendar days to have it declared effective. In consideration of the extension, on
October 12, 2022, the Board of Directors authorized the issuance of
On October 12, 2022, the Board of Directors
authorized the issuance of
On October 12, 2022, our Board of Directors
approved to renew an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Pursuant to the agreement with SRAX, the Company
will be granted access to a platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will
allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform
that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies.” In exchange
for twelve months of access to the Sequire Platform, we paid SRAX $
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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
Business Overview
We are a sustainable brands and services company headquartered in Columbus, Ohio. We are evaluating opportunities targeting six goals-based wellness categories within the rapidly growing wellness industry to create a leading global wellness conglomerate.
Through our dual buy and build model, we evaluate the wellness industry in the following six goals-based categories:
| ● | Better Health | |
| ● | Better Fitness | |
| ● | Better Nutrition | |
| ● | Better Appearance | |
| ● | Better Sleep | |
| ● | Better Mindfulness |
As an early-stage company, our Company generated $1,716 and a $0 in revenue for the three months ended August 31, 2022, and 2021 respectively. Our Company generated $2,022 and $0 in revenue for the six months ended August 31, 2022, and 2021 respectively. Our strategy is designed to offer wellness consumers a diverse synergistic portfolio of brands and products that will allow them to live a life of intention and improve their quality of life.
We believe wellness consumers purchase with intention and specifically seek out the brands and products that improve their quality of life. Furthermore, we believe wellness consumers pursue these six goals-based dimensions of wellness and are positioning the Company to capitalize on this demand. With skin being humans’ largest organ, we have initially prioritized skincare and haircare to help wellness consumers look and feel better with clean and natural products. We intend to expand into additional wellness categories with functional foods, beverages, supplements, and more.
Our management team brings deep expertise in heavily regulated industries, operating, brand identity, genetics, and services, and raising capital to the public market. We seek synergistic and complementary mergers and acquisition opportunities, implementing operational efficiencies to eliminate duplicative measures and centralize administrative operations to achieve more significant revenues and profitability. Additionally, we expect to leverage our network of retail relationships and acquire and manage brands and services cultivated in the beauty and wellness industry to secure sales in major retailers in the United States and globally.
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Our management team monitors various trends and factors that follow, which could impact our operating performance.
As an early-stage company, the Company has relatively few transactions to date.
Trends and Other Factors Affecting Our Operating Performance
Our management team monitors various trends and factors that could impact our operating performance.
Revenue Strategy — Our revenue growth strategy follows a dual buy-and-build business model in which we acquire brands and related infrastructure and develop brands and related infrastructure in-house. In addition to scaling the Company’s wholly-owned subsidiary, Glow Market LLC, which currently owns and operates our Better Suds soap brand, we have executed multiple non-binding letters of intent to acquire companies within the skincare sector, including a vertically-integrated skincare manufacturer and multiple brands. The closing of these respective transactions depends on numerous factors, including but not limited to the satisfactory completion of due diligence, capital constraints, and more. Furthermore, any of these contemplated transactions would likely have a material impact on the Company’s operating performance. On May 26, 2022, our Company closed its first acquisition of the right, title and interest in, including all of the outstanding membership interests of Mango Moi, LLC, a hair and skincare business located in Chicago, Illinois.
Market Opportunity
We aim to become a major participant in the $1.5 trillion global wellness industry. We believe our innovative wellness-related offerings converge with wellness consumer trends and demands for “Better-For-You” brands and products that can satisfy all pricing points. We expect consumer trends towards the adoption of these healthier lifestyles to continue.
Competition
We will compete with companies that operate in the plant-based and science-focused wellness market. Many of our competitors will have substantially greater financial resources, a broader market presence, longer-standing relationships with distributors, retailers, and suppliers, longer operating histories, more extensive production and distribution capabilities, robust brand recognition, and significant marketing resources, and more comprehensive product lines than us. We believe that principal competitive factors in this category include, among others, quality ingredients, wellness profile, cost, convenience, branding, and marketing.
Sales and Marketing Costs
As we continue to grow our “BFYW” product portfolio, we expect to expand our sales and marketing team by adding dedicated personnel to service additional retail customers. Outside sales representatives and brokers may be added to expand our sales efforts. We further envision engaging, developing, and possibly acquiring a subscription box retail operation. Marketing expenditures are expected to begin primarily online and in product fees (as we engage retail store expansion), as well as other similar in-store marketing costs. These expenses will be categorized as net deductions to revenue under GAAP instead of marketing expenses. We plan to hire a national marketing firm to implement digital video and display campaigns, connected television, social media, and search engine marketing. As we expand and grow revenue, we will build a brand management team (to support Management, who oversees all “BFYW” marketing efforts) to focus on digital marketing, social media, and other marketing functions.
Operating Costs
Our operating costs include raw materials, labor, related benefits, manufacturing overhead, marketing, sales, distribution, shipping, and other general and administrative expenses. We attempt to manage the impact of our operating costs through fixed hourly rate agreements with legal counsel and certain consultants.
Fluctuations in Costs
Our costs are subject to fluctuations, particularly due to changes in commodity prices, transportation costs, and our productivity efforts. If we are unable to manage cost fluctuations through pricing actions, cost savings projects, sourcing decisions, and consistent productivity improvements, it may adversely impact our gross margin, operating margin, and net earnings. Sales can also be adversely impacted following pricing actions if there is a negative impact on the consumption of our products. We strive to implement, achieve, and sustain cost improvement plans, including supply chain optimization, general overhead, workforce optimization, and outsourcing projects as deemed appropriate.
Commodities
In the future, our profitability could depend on our ability to anticipate and react to raw material costs, among other things. Raw materials can be sourced from various parts of the globe, and the prices of raw goods are subject to many factors beyond our control. These factors include variables in world economic conditions, political events, tariffs, trade wars, or other events.
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Acquisitions
The Company follows a dual buy-and-build business model for growth through acquisitions and in-house development of brands. We have executed multiple non-binding letters of intent to acquire companies within the skincare sector including a vertically-integrated skincare manufacturer and multiple brands. The closing of these respective transactions depends on numerous factors including but not limited to the satisfactory completion of due diligence, capital constraints, and more. Furthermore, any of these contemplated transactions would likely have a material impact on the Company’s operating performance.
Strategic Advisory Committee
To assist in the expansion of the Company, management sought and received unanimous consent from the Board of Directors to create and seat a Strategic Advisory Committee composed of respected industry leaders who bring relevant experience, networks, and leadership to the Company’s various initiatives.
Discussion of Financial Statement
As an Early-Stage Company with few transactions, the Company’s expenditures were heavily Selling General, and Administrative (“SG&A”). The Company engaged Carter, Ledyard, & Milburn LLP and Anthony L.G., PLLC as legal counsel, to be consulted on a case-by-case basis as may be necessary for corporate legal services and securities counsel. Payroll expenses were the single largest category of cash expenditures for the quarter. Management expects legal costs to taper as a percentage of overall SG&A as the company grows. The Company’s SG&A further includes the cost of EDGAR and news release filing services, payroll of a single person, website development and publishing, professional services such as accounting, SRAX for regular updates of NOBO data for the shareholder lists for ongoing shareholder communications, Governmental filing fees including business licensing.
Systems and Controls
As an early-stage company, the Company has very few transactions to date. The Company’s Board of Directors comprises 6 members, 4 of which are non-executive independent directors. The Board of Directors’ reviews transactions, and the CEO signs off on transactions. The Company is developing revenue recognition processes and procedures for the business, including revenue streams, point of performance obligation discharged, etc., to comply with applicable State, Provincial, Federal, and International Laws and Regulations.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Under Note 2 – Summary of Significant Accounting Policies, the consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Revenue for products is recognized when the products are delivered to the customer, and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of August 31, 2022, the Company had no deferred revenues.
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Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
COVID-19
An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 spread globally in 2020. This outbreak resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, layoffs, defaults, and other significant economic impacts, as well as general concern and uncertainty.
The pandemic has not materially impacted our operations in 2021 or 2022 thus far.
Financial Statements and Exhibits
The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination. The Company’s business purpose is to seek the acquisition of or merger with an existing company.
The Company is an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), which eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC’s) reporting and disclosure rules (See Emerging Growth Companies Section Below).
The Company has elected February 28th as its fiscal year-end.
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Results of Operations
The following table sets forth selected items in our consolidated financial data in dollar amounts and as a percentage of revenue for the period represented:
| For the three months | For the three months | For the six months | For the six months | |||||||||||||
| Ended August 31, 2022 | Ended August 31, 2021 | Ended August 31, 2022 | Ended August 31, 2021 | |||||||||||||
| Revenues | 1,716 | 0 | 2,022 | 0 | ||||||||||||
| Cost of Goods | 3,489 | 0 | 9,558 | 0 | ||||||||||||
| Gross Profit and Gross Margin | (1,772 | ) | 0 | (7,536 | ) | 0 | ||||||||||
| Operating Expenses | 747,925 | 14,005 | 1,628,970 | 86,057 | ||||||||||||
| Net (Loss) Income | (767,677 | ) | (14,005 | ) | (1,659,549 | ) | (86,057 | ) | ||||||||
Revenues
The company generated $1,716 and $0 for the three months ended August 31, 2022, and 2021 respectively, a increase of $1,716. The increase was due to the Company having sales from its Mango Moi operation. The company generated $2,022 and $0 for the six months ended August 31, 2022, and 2021 respectively, an increase of $2,022. The increase was due to the Company having sales from its Mango Moi operation. The Company’s current business plan is to explore and evaluate various business opportunities in the plant-based food, beverage, and consumer packaged goods (“CPG”) sectors including but not limited to mergers, acquisitions, or business combination transactions.
Cost of Goods Sold
We recorded $3,489 and $0 for the Cost of Goods Sold for the three months ended August 31, 2022, and 2021 respectively, an increase of $3,489. We recorded $9,558 and $0 for the Cost of Goods Sold for the six months ended August 31, 2022, and 2021 respectively, an increase of $9,558.
Gross Profit and Gross Margin
We recorded a negative $1,772 and $0 in Gross Profit for the three months ended August 31, 2022, and 2021 respectively, a decrease of $1,772. In the six months ended August 31, 2022, and 2021 respectively, we recorded a negative $7,536 and $0 in Gross Profit. a decrease of $7,536. The decrease was due to declines in merchandise sales due to lack of inventory due to supply-chain issues with ingredients from the ivory coast and other regions required for Mango Moi products.
Operating Expenses
We recorded $747,925 and $14,005 in Operating Expenses for the three months ended August 31, 2022, and 2021 respectively. We recorded $1,628,970 and $86,057 in Operating Expenses for the six months ended August 31, 2022, and 2021 respectively.
We incurred $733,920 in higher Operating Expenses for the three months ended August 31, 2022, due to approximately $301,663 in share-based expenses and approximately $446,262 in general and administrative expenses. For the six months ended August 31, 2022, we incurred $1,542,913 in higher Operating Expenses due to approximately $985,713 in share-based expenses and approximately $643,257 in general and administrative expenses. The increase in general and administrative expenses was due to the stock option expense for Independent Directors, recognition of deferred compensation, and increased costs due to the acquisition of Mango Moi.
Income Taxes
We file a consolidated federal income tax return with our subsidiaries. The provision for income taxes is computed by applying statutory rates to income before taxes.
Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets for the period ending August 31, 2022 and February 28, 2022, due to the uncertainty of our ability to realize future taxable income.
We account for uncertainty in income taxes in our financial statements as required under ASC 740, “Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also guides de-recognition, classification, interest, and penalties, accounting in interim periods, and disclosure and transition accounting. Management determined we took no material uncertain positions in our tax returns.
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Net (Loss) Income
We recorded a loss of $767,677 and $14,005 for the three months ended November 30, 2022, and 2021 respectively. We recorded a greater net loss during this period compared to the same quarter of the prior year due to an increased Operating Expenses during the period. We recorded a loss of $1,659,549 and $86,057 for the six months ended August 31, 2022, and 2021 respectively. We recorded a higher net loss for our second quarter ended August 31, 2022, compared to the previous quarter due to an increase in Operating Expenses.
Liquidity and Capital Resources
Our cash balance was $2,130 and $0 as of August 31, 2022, and 2021 respectively. We received $507,984 and $0 from the sale of shares of Common Stock for the six months ended August 31, 2022, and 2021 respectively. We presently are largely reliant on capital contributions towards expenses from Mr. Ian James, the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Chairman of the Board of Directors. However, we raised a total of $250,492 in net proceeds from Mast Hill Fund, LLC in convertible debt in the three months ended August 31, 2022 and $3,750 from the sale of Common Shares.
Mr. Ian James has not guaranteed that he will continue to support our capital needs. Therefore, we may not be able to continue as a going concern. We may require further funding to implement our operations plan for the next twelve months. Being a start-up stage company, we have a very limited operating history. After a twelve-month period, we may need additional financing but currently do not have any arrangements for such financing.
If we need additional cash and cannot raise it, we will either have to suspend operations until our Company raises the necessary financing or cease operations entirely.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements including special purpose entities.
Corporate History
Better For You Wellness, Inc. (we, us, our, the “Company” or the “Registrant”), was originally incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020.
On January 28, 2021, as a result of an Application for Custodianship granted by the Eighth Judicial District Court, Clark County, Nevada, styled as “In the matter of Sauer Energy, Inc., a Nevada corporation, Case Number: A-20-826848-P”, Jeffrey DeNunzio was appointed Custodian of Sauer Energy, Inc. (the “Predecessor”).
On April 26, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230, and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were Sauer Energy, Inc. (“SENY” or “Predecessor”), Fast Track Solutions, Inc. (“Successor”), and Fast Track Merger Sub, Inc. (“Merger Sub”). Jeffrey DeNunzio was the sole director/officer of each constituent corporation in the Reorganization.
Fast Track Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor, and Merger Sub issued 1,000 shares of its common stock to Fast Track Solutions, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Fast Track Solutions, Inc. became a wholly owned direct subsidiary of Sauer Energy, Inc. and Merger Sub became a wholly owned and direct subsidiary of Fast Track Solutions, Inc.
Pursuant to the above, on April 26, 2021, Sauer Energy, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on May 5, 2021 at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Fast Track Solutions, Inc.’s (“Successors”) common stock.
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Fast Track Solutions, Inc., as successor issuer to Sauer Energy, Inc., continued to trade in the OTC MarketPlace under the previous ticker symbol “SENY” until trading under the new ticker symbol “FTRK” for the Company began on May 6, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 31188W108.
On May 5, 2021, after the completion of the Holding Company Reorganization, we canceled all of the stock we held in Sauer Energy, Inc. resulting in Sauer Energy, Inc. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with Sauer Energy, Inc. after the Reorganization. Jeffrey DeNunzio, the Director of Sauer Energy, Inc., did not discover any assets of Sauer Energy, Inc. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of Sauer Energy, Inc. as a stand-alone company.
On July 19, 2021, Fast Track Solutions entered into a Share Purchase Agreement by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Green Ohio Ventures, LLC, an Ohio Limited Liability Company (“GOHV”), Ian James, and Stephen Letourneau, pursuant to which, on July 30, 2021, CRS sold 700,000 shares of the Fast Track Solutions’ Series A Preferred Stock and 250,000,000 shares of Common Stock, representing approximately 89.62% voting control of Fast Track Solutions; 350,000 shares of Series A Preferred Stock were transferred to Ian James, 350,000 shares of Series A Preferred Stock were transferred to Stephen Letourneau, and 250,000,000 shares of Common Stock were transferred to GOHV. The aforementioned purchasers, collectively, paid consideration of three hundred thirty-five thousand dollars ($335,000). The consummation of the transactions contemplated by this Share Purchase Agreement resulted in a change in control of Fast Track Solutions, with Ian James, Stephen Letourneau, and GOHV becoming the largest controlling stockholders.
Ian James and Stephen Letourneau retained a majority of the membership interests (collectively constituting approximately 84.12%) of GOVH.
On July 30, 2021, Mr. Jeffrey DeNunzio resigned as the Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. In addition, Mr. DeNunzio resigned as Director on July 30, 2021. Mr. Ian James was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Chairman of the Board of Directors. Mr. Stephen Letourneau was appointed Director. The resignation of Mr. DeNunzio was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
On August 18, 2021, a Certificate of Amendment to change our name to “Better For You Wellness, Inc.” was filed with the Nevada Secretary of State.
On August 27, 2021, Montel Williams, Leslie G. Bumgarner, Joseph J. Watson, David H. Deming, and Dr. Nicola R. Finley, MD, were each appointed by our Board of Directors to serve as Independent Directors of the Company.
On September 17, 2021, we entered into a “Term Sheet” with Williamsburg Venture Holdings LLC, a Nevada limited liability company (“WVH”). WVH is a multi-strategy, private investment fund located in New York. The Term Sheet is a private placement with registration rights, allowing WVH to purchase up to $30,500,000 of our Common Stock. The term of the Term Sheet is for 36 months. Following the execution of the term sheet, the Company is to pay WVH $15,000 to cover associated expenses relating to, amongst other things, preparation of future securities agreements relating to the Term Sheet. Upon entering into definitive agreements with WVH for the purchase and sale of equity, WVH is to immediately purchase $250,000 of the Company’s restricted common stock from the Company at a 15% discount to the last closing price of our Common Stock as reported by the OTC Markets Group. According to the aforementioned term sheet, any future proceeds from the sale of shares are to go towards the Company to be used for working capital. According to the Term Sheet, WVH may not acquire, at any point, more than 4.99% of our outstanding shares of common stock.
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On September 17, 2021, we entered into an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Under the agreement with SRAX, the Company will be granted access to a platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies”. In exchange for twelve months of access to the Sequire Platform, we paid SRAX $20,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal.
On September 17, 2021, we entered into another agreement with SRAX, whereas SRAX will provide advertising and marketing services to the Company on a case-by-case basis, as may be requested by the Company.
On September 17, 2021, Mr. David H. Deming was appointed Secretary of the Company’s Board of Directors.
On September 17, 2021, we engaged Carter Ledyard Milburn LLP as the Company’s legal counsel going forward, to be consulted on a case-by-case basis. Any future legal fees that may be incurred are to be billed hourly and may not be static. We believe legal counsel is important to the company’s growth going forward.
On September 30, 2021, we began trading under the symbol BFYW. The new CUSIP number associated with our common stock is 08771B105.
On October 1, 2021, our Board of Directors unanimously approved the establishment of an Audit Committee and appointed Montel Williams, David Deming, and Joseph Watson to the newly formed Audit Committee. Our Board of Directors also unanimously approved the establishment of a Compensation Committee and appointed Leslie Bumgarner, Montel Williams, and Joseph Watson to the newly formed Compensation Committee.
On November 18, 2021, Ms. Leslie Bumgarner advised the Company’s Board of Directors that she would resign as a director and Compensation Committee member of the Company effective upon December 31, 2021. The resignation of Ms. Bumgarner was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
On December 3, 2021, the Company executed an Amended and Corrected Equity Purchase Agreement (the “Equity Purchase Agreement”) with Williamsburg Venture Holdings LLC, a Nevada limited liability Company (“WVH”). The Equity Purchase Agreement provides that WVH shall purchase from the Company, upon the filing of a Current Report on Form 8-K regarding the Company ceasing to be a “shell” company and on the approval of an uplisting to the OTCQB or higher market, $250,000 of the Company’s common stock at a 15% discount to the last closing price of the Company’s Common Stock as reported by the OTC Markets Group. The Equity Purchase Agreement also provides that, upon the filing of a registration statement on Form S-1 covering all the shares sold to WVH under the Equity Purchase Agreement and related Amended and Corrected Registration Rights Agreement (the “Registration Rights Agreement”), WVH shall purchase an additional $250,000 of the Company’s Common Stock at a 15% discount to the last closing price of the Company’s Common Stock as reported by the OTC Markets Group.
On December 3, 2021, the Company also executed the Registration Rights Agreement with WVH. Under the terms and conditions of the Registration Rights Agreement, and to induce WVH to enter into the Equity Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act. The Registration Rights agreement provides that the Company shall, on or before the one hundred and eightieth (180th) day after December 3, 2021, file with the SEC a prospectus supplement on effective Form S-1 covering the maximum number of Registrable Securities (as defined therein) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the WVH, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the WVH (the “Initial Registration Statement”). The Initial Registration Statement shall register only registrable securities. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement and any amendment thereto declared effective by the SEC at the earliest possible date (in any event, within ninety (90) calendar days after the filing date of the Initial Registration Statement). The Registration Rights Agreement also provides that the Company is obligated to file additional registration statements under certain circumstances.
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On December 6, 2021, we announced that the Company had formed a wholly-owned subsidiary, Glow Market LLC, an Ohio Limited Liability Company, to build and operate digitally-native, mission-driven brands within the clean beauty sector in multiple consumer product categories. Glow Market, LLC, launched its first brand, Better Suds, an impact-driven brand that sells cruelty-free natural soap. Better Suds is committed to positively impacting the environment by removing 1 pound of plastic from the ocean for every soap sold through donations to Ocean Blue Project Inc., a 501(c)(3) organization that removes plastics from oceans and waterways. With the Company’s launch of Glow Market LLC, we ceased to be a shell company, as defined in Rule 12b-2 under the Exchange Act, and are no longer a blank-check company.
On December 9, 2021, we announced that the Company had submitted an application to the OTC Markets Group to up-list its common stock for trading on the OTC Markets Venture Market, or the OTCQB, and pending the completion of the application process and its acceptance by the OTC Markets Group, the Company expects that its common stock will begin trading on the OTCQB under the Company’s current ticker symbol “BFYW”.
On December 14, 2021, we appointed Christina Jefferson to the Board as an Independent Director, effective January 1, 2022, in order to replace Leslie Bumgarner whose resignation became effective December 31, 2021.
On December 15, 2021, we reported on a phased fundraising of up to $1,000,000 USD in a Private Placement of restricted Common Stock to investors who qualify as “accredited investors”.
On February 2, 2022, we received approval from OTC Markets Group to up-list our common stock for trading to the OTC Markets Venture Market, or the OTCQB, as of February 3, 2022 under the Company’s current ticker symbol “BFYW”.
On February 5, 2022, our Board of Directors unanimously approved the Establishment of a Strategic Advisory Committee tasked with providing acceleration, reach and guidance to further enhance the Company’s value proposition and portfolio. Our Board of Directors appointed six initial Committee Members by unanimous consent including: David King, Laurie Racine, Zhiping Zhang, Melisse Gelula, Christopher Brown, and Kate Hendrickson.
Also on February 5, 2022, by unanimous consent of the five non-executive independent members of our Board of Directors, David Deming was appointed Chairperson of the Company’s Audit Committee, and Christina Jefferson was appointed to the Company’s Compensation Committee filling the vacancy left by former director Leslie Bumgarner, and Joseph Watson was appointed as Chairperson of the Company’s Compensation Committee.
On February 11, 2022, we entered into a non-binding Letter of Intent with Amanda Cayemitte, Yapo M’Be, and Mango Moi, LLC setting forth the contemplated terms for a transaction in which the Company would acquire 100% ownership interest in Mango Moi, LLC and substantially all of the property and assets of Mango Moi including without limitation inventory, formulas, packaging, intellectual property, customer lists, websites, domain names, and social media accounts.
On March 15, 2022, we entered into a Finder’s Fee Agreement with JH Darbie & Co., Inc. Pursuant to which JH Darbie & Co., Inc. would introduce the Issuer to third-party investors.
On April 12, 2022, we entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., a Delaware limited partnership, pursuant to which Mast Hill Fund, L.P. purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 bearing an original issue discount of $31,000, interest of 12% per year and a maturity date of April 12, 2023. The promissory note is convertible into shares of our common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. We have the right to prepay the promissory note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. Pursuant to the Securities Purchase Agreement, we issued to Mast Hill 4,960,000 commitment shares of the Company’s common stock as a condition to closing. In connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with Mast Hill Fund, L.P. pursuant to which we are obligated to file a registration statement within 90 days of the date of the Registration Rights Agreement covering the sale of the commitment shares and the shares of our common stock that may be issued to Mast Hill Fund, L.P. pursuant to the conversion of the promissory note. Pursuant to the Finder’s Fee Agreement, we entered into on March 15, 2022, with JH Darbie & Co., Inc., fees of approximately $22,320.00 were paid to JH Darbie & Co., Inc. in addition to non-callable warrants expiring 5 years after the date of issuance equal to 8% warrant coverage of the amount raised, entitling JH Darbie & Co., Inc. thereof to purchase our common stock at a purchase price equal to 120% of the exercise price of the transaction or the public market closing price of our common stock on the date of the transaction, whichever is lower.
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Also on April 12, 2022, we entered into an Agreement to Terminate Amended and Corrected Equity Purchase Agreement (the “Agreement to Terminate”) with WVH to terminate the aforementioned Equity Purchase Agreement, whereby WVH agreed to forfeit the 7,048,873 shares of our common stock that were previously issued to WVH as commitment shares pursuant to the Equity Purchase Agreement.
On April 15, 2022, we entered into a Placement Agent Agreement with JH Darbie & Co., Inc. pursuant to which JH Darbie would possibly participate as a sales agent in the private placement of a $5,000,000 Equity Line of Credit.
On April 18, 2022, we entered into a Standby Equity Commitment Agreement with MacRab LLC, a Florida limited liability company providing us with an option to sell up to $5,000,000 worth of our common stock, par value $0.0001, to MacRab LLC, in increments, over the period ending 24 months after the date that the Company’s registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. Additionally, we issued MacRab LLC a common stock purchase warrant for the purchase of 1,785,714 shares of our common stock as a commitment fee in connection with the execution of the Standby Equity Commitment Agreement. We also entered into a Registration Rights Agreement with the Investor requiring the Company to file a registration statement providing for the registration of the common stock issuable to MacRab LLC under the Standby Equity Commitment Agreement and their common stock purchase warrant and the subsequent resale by MacRab LLC of such common stock. Pursuant to the Placement Agent Agreement entered into on April 15, 2022, with JH Darbie & Co., Inc., the Company will pay Darbie a fee equal to 3% of the gross proceeds raised from the sale of the securities, including all amounts placed in an escrow account or payable in the future and all amounts paid or payable upon exercise, conversion or exchange of such securities received or receivable directly by the Company. Such consideration paid in cash shall be paid directly to Darbie out of escrow, as and when such consideration is paid to the Company.
On April 29, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”) with Amanda Cayemitte and Yapo M’be (the “Sellers”) to acquire the right, title, and interest in, including all of the outstanding membership interests of Mango Moi, LLC, for the consideration and on the terms set forth in the MIPA. Additionally, in accordance with the terms of the MIPA, we entered into an Employment Agreement with Mango Moi, LLC founder Amanda Cayemitte, and a Consulting Agreement with Yapo M’be, respectively.
On May 26, 2022 closed on the Membership Interest Purchase Agreement (the “MIPA”) and acquired Mango Moi, LLC with a purchase price of $597,726.57 worth of shares of the Company’s common stock, which consisted of 11,000,000 shares of common stock, with 5,720,000 shares of Company Common Stock issued to Amanda Cayemitte and 5,280,000 shares of Company Common Stock issued to Yapo M’be. In accordance with the terms of the MIPA, we entered into an Employment Agreement with Mango Moi, LLC founder Amanda Cayemitte, and a Consulting Agreement with Yapo M’be, respectively.
On June 7, 2022, we entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., a Delaware limited partnership, pursuant to which Mast Hill Fund, L.P. purchased a promissory note with a principal amount of $310,000 for a purchase price of $279,000 bearing an original issue discount of $31,000, the interest of 12% per year and a maturity date of June 7, 2023. The promissory note is convertible into shares of our common stock at a conversion price of $0.037 per share, subject to adjustment as provided therein. We have the right to prepay the promissory note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. Pursuant to the Securities Purchase Agreement, we issued to Mast Hill 4,960,000 commitment shares of the Company’s common stock as a condition to closing. In connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with Mast Hill Fund, L.P. pursuant to which we are obligated to file a registration statement within 90 days of the date of the Registration Rights Agreement covering the sale of the commitment shares and the shares of our common stock that may be issued to Mast Hill Fund, L.P. pursuant to the conversion of the promissory note. Pursuant to the Finder’s Fee Agreement, we entered into on March 15, 2022, with JH Darbie & Co., Inc., fees of approximately $22,320.00 were paid to JH Darbie & Co., Inc. in addition to non-callable warrants expiring 5 years after the date of issuance equal to 8% warrant coverage of the amount raised, entitling JH Darbie & Co., Inc. thereof to purchase our common stock at a purchase price equal to 120% of the exercise price of the transaction or the public market closing price of our common stock on the date of the transaction, whichever is lower.
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On June 18, 2022, Dr. Nicola Finley advised the Company’s board of directors that she will resign as a board member of the Company and that her resignation is effective immediately. Dr Finley also notified the board of directors of her willingness to voluntarily relinquish the compensatory options referenced in her Director Agreement dated August 29, 2021. The resignation of Dr. Finley was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
On June 20, 2022, the Company’s board of directors unanimously approved the appointment of Melisse Gelula as a non-executive independent director of the Company, effective immediately.
On July 11, 2022, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement with former Director Dr. Nicola Finley (the “Option Cancellation and Forfeiture Agreement”). Under the Option Cancellation and Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr. Nicola Finley’s option to purchase 4,000,000 common shares of the Company that was granted to the optionee pursuant to the Director Agreement dated August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no further rights to exercise the option to purchase 4,000,000 common shares of the Company. The cancellation and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common shares granted by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr. Nicola Finley may have been entitled under the option to purchase 4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley $1.00.
On July 19, 2022, the Company’s Board of Directors approved and adopted a Code of Business Conduct and Ethics and Compliance Program designed to deter wrongdoing and to promote the types of conduct by directors, executives, and employees to uphold a strong sense of ethics and integrity.
On July 21, 2022, the Company’s Compensation Committee approved a formal Employment Agreement with Ian James, the Company’s Chief Executive Officer, and the Company entered into the Agreement with Mr. James as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Mr. James will earn a Base Salary in the amount of $199,196 per annum and shall also be eligible to earn an additional payment (Bonus) of $68,328.
Also on July 21, 2022, the Company’s Compensation Committee approved a formal Employment Agreement with Stephen Letourneau, the Company’s Chief Branding Officer, and the Company entered into the Agreement with Mr. Letourneau as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Mr. Letourneau will earn a Base Salary in the amount of $152,787 per annum and shall also be eligible to earn an additional payment (Bonus) of $70,632.
On August 15, 2022, Melisse Gelula advised the Company’s board of directors that she will resign as a board member of the Company and that her resignation is effective immediately. Melisse Gelula was not compensated by the Company for her services as a director since June 20, 2022. Melisse Gelula is to remain a member of the Company’s Strategic Advisory Committee as previously announced and filed on February 10, 2022.
The resignation of Melisse Gelula as a director was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
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On August 31, 2022, BF Borgers CPA PC (“BF Borgers”) furnished a letter addressed to the Securities and Exchange Commission stating whether BF Borgers agrees with following statements:
| ● | The Audit Committee (the “Committee”) of the Company had conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023. The Committee evaluated several public accounting firms in this process, including BF Borgers, the Company’s independent registered public accounting firm for the fiscal year ended February 28, 2022. As a result of this process, the Committee approved the appointment of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023. This action effectively dismissed BF Borgers as the Company’s independent registered public accounting firm as of August 31, 2022. |
| ● | The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended February 28, 2022 and 2021 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company’s consolidated financial statements for the fiscal years ended February 28, 2022 and 2021, and in the subsequent interim periods through August 31, 2022, there were no disagreements with BF Borgers on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to make reference to the matter in their reports. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended February 28, 2022 and 2021, or in the subsequent periods through August 31, 2022. |
A copy of BF Borgers’ letter, dated August 31, 2022, is filed as Exhibit 16.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2022.
During the two most recent fiscal years and in the subsequent interim periods through August 31, 2022, the Company has not consulted with GBQ with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
On September 20, 2022, the Company entered into a Manufacturing Agreement with Ironwood Clay Company (ICCI) to develop commercially scaled Personal Care Products for Mango Moi and other products in the Company’s portfolio. The Company agreed to pay a non-refundable deposit of $10,000 USD for up to 8 Product Formula. This includes three formulation revisions and samples per Product Formula (each iteration of sampling of up to 500gr./ml.). Additional revisions to the Formula(s) will be charged to the Client at a rate of $500 USD per revision.
Once the Company has approved the final Formula(s) and places a Purchase Order exceeding $10,000 USD, the non-refundable deposit will be applied to the total amount of the Purchase Order. Upon ordering at least Twenty Five Thousand US Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI herein in respect of such Product and Formula shall cease, the Company shall no longer be obligated to purchase Products from ICCI, and the Client shall be free to engage any other manufacturer for such purpose.
On September 22, 2022, the Company announced the cancellation of the Letter of Intent (LOI) to acquire Ironwood Clay Company (ICCI) because ICCI was unable to have its Clay Mining Operation adequately meet SEC reporting requirements related to the mining of a natural resource. Additionally, ICCI owners were unwilling to bifurcate the Mining Operation from the Personal Care Manufacturing.
On September 22, 2022, the Company announced the Letter of Intent (LOI) to acquire The Ideation Lab and its functional beverage division, The Jordre Well.
The Ideation Lab is a brand incubator and accelerator focused on the plant-based wellness and the hemp-infused industry. The Ideation Lab has been developing plant-based wellness brands since 2020, including Garrett and Emmett’s Pet Treats, a pet lifestyle brand, E.J. Well Co, a women’s wellness brand, and others.
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The Jordre Well is a functional beverage company that is 49% owned by Coffee Holding Co., Inc. (NASDAQ: JVA), a leading integrated wholesale coffee roaster and dealer in the United States. Earlier this week, The Jordre Well announced its portfolio of products from Stephen James Curated Coffee Collection (“SJCCC”), the Company’s premium coffee brand, which is now being sold through Amazon.com and is in discussion with major national retailers. The e-commerce giant carries 8 of SJCCC’s premium coffee products and ships to more than 100 countries around the globe. Additionally, the deal contemplates Coffee Holding Company continuing its global purchase of coffee beans, manufacturing, distribution, and licensure of its Cafe Caribe and Harmony Bay to The Jordre Well for Hemp infusion.
On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to require the filing of the initial Registration Statement by February 6, 2023, and to have it declared effective by May 7, 2023.
On October 12, 2022, the Board of Directors authorized the issuance of 760,870 Common Shares to Gushy Joseph @ $0.023 per share to retire $17,500 of the $35,000 Loan related to Mango Moi. The Company agrees to pay the remaining balance of $17,500 in the first quarter of the 2023 calendar year, to fully retire the debt.
On October 12, 2022, the Company renewed its Agreement with SRAX to retain access to the platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies”. In exchange for twelve months of access to the Sequire Platform, we paid SRAX $30,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal.
Pursuant to the Company’s Compensation Committee approval of July 21, 2022, the Company entered a formal Employment Agreement with Jacob Ellman, the Company’s Chief Business Development Officer and the Company entered into the Agreement with Mr. Ellman as of October 14, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Mr. Ellman will earn a Base Salary in the amount of $128,656 per annum and shall also be eligible to earn an additional payment (Bonus) of $41,140.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our fractional Chief Financial Officer to allow for timely decisions regarding required disclosure.
As of February 5, 2023, our management, with the participation of, and under the supervision of, our Chief Executive Officer and fractional Chief Financial Officer, evaluated the effectiveness of the design and the operation of our disclosure controls and procedures. Based upon that evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of August 31, 2022, due to the identification of a material weakness in the Company’s internal control over financial reporting as of August 31, 2022.
31
As disclosed in the Company’s Current Report on Form 8-K filed on March 3, 2023 with the SEC, on February 5, 2023, the Company’s management concluded that the following financial statements should be restated and should no longer be relied upon:
| (i) | The Company’s unaudited consolidated financial statements for the three months ended May 31, 2022 included in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2022 (the “Q1 2022 10-Q”); and |
| (ii) | The Company’s unaudited consolidated financial statements for the three and six months ended August 31, 2022 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 21, 2022 (the “Q2 2022 10-Q” and together with the Q1 2022 10-Q, the “Filings”). |
The following errors impacted the Filings:
| (i) | Incorrect itemization of accounts payable to reflect certain itemized expenses; |
| (ii) | Failure to include the rounding up of shares to reflect the correct total number of issued common stock; |
| (iii) | Failure to include certain accrued expenses to the accounts payable section; |
| (iv) | Incorrect calculation of closing dates regarding the reporting period for goods sold; |
| (v) | Incorrect calculation of closing dates regarding the reporting period for costs of goods sold; |
| (vi) | Incorrect statement of impaired expenses of $577,473 related to the acquisition of Mango Moi; |
| (vii) | Incorrect calculation of stock option agreements with Mast Hill and members of the Company’s Board of Directors; |
| (viii) | Incorrect calculation of selling, general and administrative operating expenses, which have been retranslated to comply with reporting standards under GAAP; |
| (ix) | Incorrect itemization of stock warrant expenses, reflected in the reitemization of $36,366; |
| (x) | Portions of the cash flow section of the financials did not meet GAAP standards; |
| (xi) | Omission of unaccounted depreciation in the financial statements; and |
| (xii) | Certain other incorrect calculations. |
The Company has determined that the reporting effects of the above errors had a material impact to the Company’s unaudited consolidated financial statements of the Company for the three months ended May 31, 2022, as reported in the Q1 2022 10-Q, and for the three and six months ended August 31, 2022, as reported in the Q2 2022 10-Q. As a result, the unaudited consolidated financial statements for the three months ended May 31, 2022 and the unaudited consolidated financial statements for the three and six months ended August 31, 2022 will be restated, and the Company will file an amendment to each of the Q1 2022 10-Q and the Q2 2022 10-Q with the SEC.
Remediation of Material Weakness
We are in the process of implementing improvements and remedial measures in response to the material weakness, including the hiring of a fractional Chief Financial Officer with over 24 years of diverse professional experience in financial reporting and auditing under GAAP and IFRS, with expertise in PCAOB audits. Additionally, we entered into an agreement with Aprari Solutions for accounting and audit-related services. Established in 2018, Aprari Solutions is a leading audit and accounting firm in India with a team consisting of qualified CPAs, Chartered Accountants, CFAs, Ph.D. and MBAs from top institutions, and experienced professionals well-trained in GAAP and PCAOB audit standards and procedures.
Changes in Internal Control over Financial Reporting
Since February 5, 2023, and in connection with the evaluation required by Rule 13a-15 under the Exchange Act as of August 31, 2022, the Company has made changes to its internal control over financial reporting that materially affected or are reasonably likely to affect our internal control over financial reporting, including those changes set forth under “—Remediation of Material Weakness.”
Limitations on the effectiveness of internal controls
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its desired objectives. In addition, the design of disclosure controls and procedures must reflect resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our management does not expect the Company’s disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management overriding internal controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
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PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
ITEM 1A RISK FACTORS
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 OTHER INFORMATION
None.
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ITEM 6 EXHIBITS
| (1) | Filed herewith. |
| (2) | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
34
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Better For You Wellness, Inc. | ||
| (Registrant) | ||
| By: | /s/ Ian James | |
| Name: | Ian James | |
| Chairman and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: | March 17, 2023 | |
35
Exhibit 31.1
CERTIFICATIONS
I, Ian James, certify that:
| 1. | I have reviewed this amended Quarterly Report on Form 10-Q/A for the quarter ended August 31, 2022 of Better For You Wellness, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 17, 2023
| /s/ Ian James | |
| Ian James | |
Chairman of the Board and Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Pratibha Chaurasia, Fractional Chief Financial Officer, certify that:
| 1. | I have reviewed this amended Quarterly Report on Form 10-Q/A for the quarter ended August 31, 2022 of Better For You Wellness, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 17, 2023
| /s/ Pratibha Chaurasia | |
| Fractional Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the amended Quarterly Report of Better For You Wellness, Inc. (the “Company”) on Form 10-Q/A for the quarter ended August 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Ian James, Chief Executive Officer of the Company, certify that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: March 17, 2023
| /s/ Ian James | |
| Ian James | |
Chairman of the Board and Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the amended Quarterly Report of Better For You Wellness, Inc. (the “Company”) on Form 10-Q/A for the quarter ended August 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Pratibha Chaurasia, Fractional Chief Financial Officer of the Company, certify that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: March 17, 2023
| /s/ Pratibha Chaurasia | |
| Fractional Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
Document And Entity Information - shares |
6 Months Ended | |
|---|---|---|
Aug. 31, 2022 |
Mar. 17, 2023 |
|
| Document Information Line Items | ||
| Entity Registrant Name | BETTER FOR YOU WELLNESS, INC. | |
| Trading Symbol | None | |
| Document Type | 10-Q/A | |
| Current Fiscal Year End Date | --02-28 | |
| Entity Common Stock, Shares Outstanding | 404,014,987 | |
| Amendment Flag | true | |
| Amendment Description | Better For You Wellness, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2022 (the “Original Form 10-Q”).Background of RestatementThis Amendment No. 1 is being filed for the sole purpose of restating certain of the financial statements included in the Original Form 10-Q (the “Restatement”) due to the Company discovering that it made the following errors in the Original Form 10-Q: (i) not translating correctly the foreign currency balance for a mark-to-market contract; and (ii) not including certain debt issuance costs in the computation of the effective interest rate for a loan note. In the Original Form 10-Q filed October 21, 2022, the negative net loss was reported as $787,106 for the three months ended May 31, 2022, and $1,582,699 for the six months ended August 31, 2022. The Amended and Restated negative net loss is reported as $767,677 a difference of $19,429 in lower net loss for the three month period ended May 31, 2022, and $76,850 greater net loss for the six month period ended August 31, 2022.On March 3, 2023, the Company filed a Current Report on Form 8-K disclosing that the financial statements included in the Original Form 10-Q should not be relied upon. In connection with the Restatement, management had concluded that the Company had a material weakness in its internal control over financial reporting as of May 31, 2022, as the Company’s internal control over financial reporting did not operate effectively, resulting in material errors in the financial statements included in the Original 10-Q. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and material weakness identified, refer to Controls and Procedures in Part I, Item 4.Internal Control ConsiderationsIn connection with the Restatement, management has concluded that the Company had a material weakness in its internal control over financial reporting as of August 31, 2022, as the Company’s review control over the accuracy of its financial statements did not operate effectively, resulting in material errors in the financial statements. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and material weakness identified, refer to Controls and Procedures in Part I, Item 4.Items Amended in this Amendment No. 1This Amendment No. 1 sets forth the Original Form 10-Q, as modified and superseded where necessary to reflect the Restatement and the related disclosure controls and procedures and internal control considerations. Accordingly, the following items included in the Original Form 10-Q have been amended: ●Part I, Item 1, Financial Statements ●Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations ●Part I, Item 4, Controls and Procedures ●Part II, Item 1A, Risk Factors Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment No. 1 currently dated certifications from its Chief Executive Officer, Chief Financial Officer, and President.Except as described above and in Note 9, Restatement, this Amendment No. 1 does not amend, update or change any other disclosures in the Original Form 10-Q. In addition, the information contained in this Amendment No. 1 does not reflect events occurring after the Original Form 10-Q and does not modify or update the disclosures therein, except to reflect the effects of the Restatement. | |
| Entity Central Index Key | 0001852707 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Document Period End Date | Aug. 31, 2022 | |
| Document Fiscal Year Focus | 2023 | |
| Document Fiscal Period Focus | Q2 | |
| Entity Small Business | false | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | false | |
| Entity Ex Transition Period | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity File Number | 000-56262 | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Tax Identification Number | 87-2903933 | |
| Entity Address, Address Line One | 1349 East Broad Street | |
| Entity Address, City or Town | Columbus | |
| Entity Address, State or Province | OH | |
| Entity Address, Postal Zip Code | 43205 | |
| City Area Code | (614) | |
| Local Phone Number | 368-9898 | |
| Title of 12(b) Security | None | |
| Security Exchange Name | NONE | |
| Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares |
Aug. 31, 2022 |
Feb. 28, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
| Preferred stock, shares issued | 700,000 | 700,000 |
| Preferred stock, shares outstanding | 700,000 | 700,000 |
| Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 385,198,451 | 370,747,042 |
| Common stock, shares outstanding | 385,198,451 | 370,747,042 |
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Aug. 31, 2022 |
Aug. 31, 2021 |
Aug. 31, 2022 |
Aug. 31, 2021 |
|
| Income Statement [Abstract] | ||||
| Revenue | ||||
| Merchandise Sales | 1,716 | $ 2,022 | ||
| Cost of Good Sold | 3,489 | 9,558 | ||
| Gross Profit | (1,772) | (7,536) | ||
| Operating Expenses | ||||
| Share based expense | 301,663 | 7,000 | 985,713 | 77,000 |
| Selling, General and Administrative | 446,262 | 7,005 | 643,257 | 9,057 |
| Total Operating Expenses | 747,925 | 14,005 | 1,628,970 | 86,057 |
| Operating Income/(Loss) | (749,697) | (14,005) | (1,636,506) | (86,057) |
| Other Income (Expense) | ||||
| Interest expense | (17,980) | (23,043) | ||
| Other expense | ||||
| Total Other Income | (17,980) | (23,043) | ||
| Net income/(loss) | $ (767,677) | $ (14,005) | $ (1,659,549) | $ (86,057) |
| Basic net loss per common share (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
| Weighted average number of common shares outstanding (in Shares) | 372,031,446 | 360,000,680 | 372,031,446 | 250,434,405 |
Condensed Consolidated Statement of Operations (Unaudited) (Parentheticals) - $ / shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Aug. 31, 2022 |
Aug. 31, 2021 |
Aug. 31, 2022 |
Aug. 31, 2021 |
|
| Income Statement [Abstract] | ||||
| Diluted net loss per common share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Organization and Description of Business |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Organization and Description of Business [Abstract] | |
| Organization and Description of Business | Note 1 - Organization and Description of Business
Better For You Wellness, Inc. (“we,” “us,” “our”, the “Company” or the “Registrant”) was originally incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020.
On April 26, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were Sauer Energy, Inc. (“SENY” or “Predecessor”), Fast Track Solutions, Inc. (“Successor”), and Fast Track Merger Sub, Inc. (“Merger Sub”). Our former director, Jeffrey DeNunzio, was the sole director/officer of each constituent corporation in the Reorganization.
Fast Track Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Fast Track Solutions, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Fast Track Solutions, Inc. became a wholly owned direct subsidiary of Sauer Energy, Inc. and Merger Sub became a wholly owned and direct subsidiary of Fast Track Solutions, Inc.
Pursuant to the above, on April 26, 2021, Sauer Energy, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on May 5, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Fast Track Solutions, Inc.’s (“Successors”) common stock.
Fast Track Solutions, Inc., as successor issuer to Sauer Energy, Inc., continued to trade in the OTC MarketPlace under the previous ticker symbol “SENY” until the new ticker symbol “FTRK” for the Company was released into the OTC MarketPlace on May 6, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 31188W108.
The Company believes that the Reorganization, deemed effective on May 5, 2021, was not a transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve an “offer”, “offer to sell”, “offer for sale” or “sale” within the meaning of Section 2(3) of the Securities Act of 1933. The Reorganization was consummated without the vote or consent of the Company’s stockholders. In addition, the provisions of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”; or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.”
On May 5, 2021, after the completion of the Holding Company Reorganization, we canceled all of the stock we held in Sauer Energy, Inc., resulting in Sauer Energy, Inc. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with Sauer Energy, Inc. after the Reorganization. Jeffrey DeNunzio, the Director of Sauer Energy, Inc., did not discover any assets of Sauer Energy, Inc. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of Sauer Energy, Inc. as a stand-alone company.
Given that the former business plan and objectives of Sauer Energy, Inc. and the business plan and objectives of Fast Track Solutions, Inc. substantially differed from one another, we conducted the corporate separation with Sauer Energy, Inc. immediately after the effective time of the Reorganization in order to avoid any shareholder confusion. The former business plan of Sauer Energy, Inc. (the development and marketing of wind powered electric generators) under the leadership of its former directors, did not, in any way, represent the blank check business plan of Fast Track Solutions, Inc. at that time, and thus it is the belief of the Company that the corporate separation ameliorated shareholder confusion about our identity and/or corporate objectives. It is our belief that Sauer Energy was a shell company at the time of the Reorganization.
The corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the discretion of our sole director, to be for the benefit of the corporation and its shareholders. Former shareholders of Sauer Energy, Inc. were then the shareholders of Fast Track Solutions, Inc. and had the opportunity to benefit from a business combination with another company. The Company intended to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business at that time
After the reorganization and through July 18, 2021, CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, was our controlling shareholder, owning 700,000 shares of Series A Preferred Stock and 250,000,000 shares of Restricted Common Stock.
On July 19, 2021, Better For You Wellness, Inc., FKA “Fast Track Solutions, Inc.”, a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Green Ohio Ventures, LLC, an Ohio Limited Liability Company (“GOHV”), Ian James, and Stephen Letourneau, pursuant to which, on July 30, 2021 (“Closing Date”), CRS sold 700,000 shares of the Company’s Series A Preferred Stock and 250,000,000 shares of Common Stock, representing approximately 89.62% voting control of the Company; 350,000 shares of Series A Preferred Stock were transferred to Ian James, 350,000 shares of Series A Preferred Stock were transferred to Stephen Letourneau, and 250,000,000 shares of Common Stock were transferred to GOHV. The aforementioned purchasers, collectively, paid consideration of three hundred thirty-five thousand dollars ($335,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with GOHV, Ian James, and Stephen Letourneau, becoming the Company’s largest controlling stockholders having approximately 89.62% combined voting control over the Company.
On August 19, 2021, the Company filed an 8-K with the SEC to disclose an amendment to the Company’s Articles of Incorporation that the Company filed on August 18, 2021, with the Nevada Secretary of State to change its name to Better For You Wellness, Inc. Within the aforementioned 8-K, the Company disclosed that, at the time, it was pending a FINRA corporate action to affect the name change on the OTC to Better For You Wellness, Inc., and also a ticker symbol change. FINRA announced, on their September 29, 2021 daily list, that the market effective date of our name change, and ticker symbol change, will be September 30, 2021. On September 30, 2021, we will begin trading under the symbol BFYW. The new CUSIP number associated with our common stock, as of the market effective date of September 30, 2021, is 08771B105.
On August 24, 2021, Green Ohio Ventures, LLC transferred 17,963,817 shares of restricted Common Stock of Better for You Wellness, Inc. to MRKTS Group Inc. for consulting services provided. This transaction did not result in MRKTS Group Inc. owning 5% or more of any class of securities of the issuer.
From August 24, 2021 to August 25, 2021, Green Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of 24,137,499 shares of restricted Common Stock of Better for You Wellness, Inc. to 18 of its 20 members. No shares were distributed from GOHV to Ian James and Stephen Letourneau. The aforementioned transaction(s) did not result in any individual shareholder owning 5% or more of any class of securities of the issuer. The aforementioned transaction was carried out as it was deemed by GOHV to be in the best interests of its members.
On February 3. 2022, the Company was approved by OTC Markets to up-list its common stock from the OTC Pink Sheets to the OTCQB® Venture Market (the “OTCQB”). The Company began trading of its common shares on the OTCQB as of the market open on February 3, 2022, under its same symbol, “BFYW.”
The Company’s current business plan is to explore and evaluate various opportunities in the plant-based food and beverage and consumer packaged goods sectors, including but not limited to, mergers, acquisitions, or business combination transactions, after which the Company would cease to be a “shell” or “blank check” company. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.
On November 15, 2021, the Company’s wholly owned subsidiary, Glow Market, LLC was formed in the State of Ohio. Subsequently, Glow Market, LLC launched its first brand, Better Suds, an online retailer of specialty all-natural, cruelty-free, gluten-free and chemical-free soaps. Better Suds commenced operations in December 2021.
On April 29, 2022 the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Amanda Cayemitte and Yapo M’be (referred to together as the “Sellers”) to acquire the right, title and interest in, including all of the outstanding membership interests (referred to together as the “MM Interests”) of Mango Moi, LLC (“Mango Moi”). Mango Moi is a hair and skincare business located in Chicago, Illinois. Pursuant to the MIPA, in exchange for the MM Interests, the Company agreed to pay the Sellers a purchase price consisting of shares of the Company’s common stock, par value $0.0001 per share which consists of 11,000,000 shares of common stock (the “Company Common Stock”), with a fair market value of approximately $550,000, with 5,720,000 shares of Company Common Stock issued to Amanda Cayemitte and 5,280,000 shares of Company Common Stock issued to Yapo M’be (referred to together herein as the “Purchase Price”). Additionally, pursuant to the terms of the MIPA, the Company agreed to enter into an Employment Agreement with Mango Moi founder Amanda Cayemitte (the “Employment Agreement”), and a Consulting Agreement with Yapo M’be (the “Consulting Agreement”), respectively, as disclosed by the Company on its Current Report on Form 8-K filed with the SEC on May 2, 2022.
The MIPA closed (the “Closing”) on May 26, 2022, on which date the Company paid the Sellers the Purchase Price by issuing the Company Common Stock to the Sellers and the Sellers transferred the MM Interests to the Company, and on which date Mango Moi became a wholly owned subsidiary of the Company. At the Closing the Company entered into the Employment Agreement with Amanda Cayemitte and the Consulting Agreement with Yapo M’be.
The Company intends to optimize Mango Moi’s product formulae and packaging, as well as secure new manufacturing relationships to scale production capacity. Additionally, the Company plans to expand Mango Moi’s product offerings to include additional products and product bundles. Furthermore, the Company intends to grow sales through direct-to-consumer marketing efforts, subscription box sales, and pursuing wholesale sales relationships.
The Company’s main office is located at 1349 East Broad Street, Columbus OH 43205.
The Company has elected February 28th as its year end. |
Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Organization and Description of Business [Abstract] | |
| Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of February 28, 2022 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed Consolidated Financial Statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022 filed with the SEC.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Glow Markets, LLC and Mango Moi, LLC. All significant intercompany accounts and transactions have been eliminated.
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
There were no material changes in the Company’s significant accounting policies for the three and six months ended August 31, 2022 as compared to the year ended February 28, 2022. See Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2022, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates.
The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at August 31, 2022 and February 28, 2022 were $2,130 and $9,642 respectively.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years).
Revenue Recognition
The Company has prepared its unaudited condensed consolidated financial statements in accordance with GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of August 31, 2022 and February 28, 2022, the Company had no deferred revenues.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at August 31, 2022.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company did not have any dilutive instruments for the three and six months ended August 31, 2022, and 2021, respectively. Thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2022 and February 28, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity–Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of August 31, 2022 and February 28, 2022.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 will become effective for us in the first quarter of 2023. We are evaluating the impact that the adoption of this update will have on our financial statements; however, it is not expected to be material.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Going Concern |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Going Concern [Abstract] | |
| Going Concern | Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established enough sources of revenue to cover its operating costs. Management plans to fund operating expenses with related party capital contributions. There is no assurance that management’s plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Business Combinations |
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| Business Combinations | Note 4 - Business Combinations
On April 29, 2022, we entered into an asset purchase agreement to acquire substantially all of the assets of Mango Moi. The acquisition was accounted for in accordance with GAAP and was made to expand our market share in the personal care category and due to synergies of product lines and services between the Companies. The acquisition closed May 26, 2022.
The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities at the date of acquisitions as follows:
The purchase price of $592,000 was paid in stock and discharge of liability in cash as a combination. Goodwill in the amount of $583,586 was recognized in the acquisition of Mango Moi LLC and is attributable to the cash flows of the business derived from our potential to outperform the market due to its existing relationship and other synergies created within the Company.
As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed and may have an impact on the Company’s results of operations and financial position.
The following unaudited pro forma information presents a summary of the condensed consolidated results of operations for the Company as if the acquisition of Mango Moi had occurred on March 1, 2021.
The unaudited pro forma consolidated results are based on our historical financial statements and those of Mango Moi and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of March 1, 2021.
The following tables present the amounts of revenue and earnings of Mango Moi since the acquisition date included in the condensed consolidated income statement for the reporting period.
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Income Taxes |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Note 5 - Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at August 31, 2022. |
Commitments and Contingencies |
6 Months Ended | |||||||||
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Aug. 31, 2022 | ||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||
| Commitments and Contingencies | Note 6 - Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of August 31, 2022 other than the following:
On September 17, 2021, our Board of Directors unanimously approved to enter into and consummate an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Pursuant to the agreement with SRAX, the Company will be granted access to a platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies”. In exchange for twelve months of access to the Sequire Platform, we paid SRAX $20,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal.
Also on September 17, 2021, our Board of Directors unanimously agreed to approve to enter into and consummate another agreement with SRAX, whereas SRAX will provide advertising and marketing services to the Company on a case-by-case basis, as may be requested by the Company.
On April 18, 2022, Better For You Wellness, Inc., a Nevada corporation (the “Company”), entered into a Standby Equity Commitment Agreement, dated April 11, 2022 (the “SECA”) with MacRab LLC, a Florida limited liability company (the “Investor”). The SECA provides the Company with an option to sell up to $5,000,000 worth of the Company’s common stock, par value $0.0001 (the “Common Stock”), to the Investor, in increments, over the period ending twenty-four (24) months after the date the Registration Statement (as defined below) is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA. Additionally, we issued a common stock purchase warrant for the purchase of 1,785,714 shares of our common stock (the “Warrant”) to Investor as a commitment fee in connection with the execution of the SECA.
On May 26, 2022 the Company acquired Mango Moi, LLC as a wholly-owned subsidiary (See Note 1). As part of the purchase agreement, the Company entered into an employment agreement and a consulting agreement as follows:
Employment Agreement
Pursuant to the Employment Agreement, which is to be effective as of 45 days from the signing of the MIPA, the Company agreed to employ Amanda Cayemitte as the Chief Visionary Officer of Mango Moi to provide duties including normalizing the Company’s strategic-planning processes, forging new working relationships and synergies across the organization, and establishing greater transparency and accountability for those people carrying out the Company’s strategy. As compensation under the Employment Agreement, the Company agreed to pay Amanda Cayemitte an annual salary of $65,000 payable semi-monthly on the first day and the fifteenth day of the month and subject to applicable federal, state, and local withholding.
The Employment Agreement can be terminated any time by either party by giving 30 days written notice to the other party. If the Employment Agreement is terminated, Amanda Cayemitte will be entitled to receive compensation for:
However, if Amanda Cayemitte breaches any terms of the Employment Agreement, the Company may terminate the Employment Agreement without any notice and with compensation being paid to Amanda Cayemitte only through the date of such termination.
Consulting Agreement
Pursuant to the Consulting Agreement, the Company engaged Yapo M’be as a consultant to provide manufacturing services for Mango Moi, to begin on May 2, 2022. As compensation under the Consulting Agreement, the Company agreed to pay Yapo M’be at the rate of $30.00 per hour, not to exceed $1,500 per month. The Consulting Agreement can be terminated by either party upon the failure of the other to perform under the Consulting Agreement by giving ten days written notice to the non-performing party. The Consulting Agreement can also be terminated by the Company by giving ten days written notice to Yapo M’be in the event that there is a reduction of the program budget.
Ian James Employment Agreement
On July 21, 2022 the Company’s Compensation Committee approved a formal Employment Agreement with Ian James, the Company’s Chief Executive Officer and the Company entered into the Agreement with Mr. James as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $199,196 per annum, $16,599.67 per month, less statutory and other required deductions, for all work and services Ian James performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s Base Salary, and the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee.
The Employee shall also be eligible to earn an additional payment (BONUS) of $68,328. The parties consider the Bonus Pay as “at-risk” and therefore not guaranteed. Bonus Pay could include a cash bonus, commission, and other at-risk pay categories. BONUS shall be determined at the sole discretion of the Company. The Employee’s Bonus shall be based on Employee’s annual performance reviews and overall company performance, subject to the terms and conditions of applicable incentive plans and policies.
Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable.
After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31st.
Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next.
Stephen Letourneau Employment Agreement
On July 21, 2022 the Company’s Compensation Committee approved a formal Employment Agreement with Stephen Letourneau, the Company’s Chief Branding Officer and the Company entered into the Agreement with Mr. Letourneau as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $152,787 per annum, $12,732.25 per month, less statutory and other required deductions, for all work and services Ian James performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s Base Salary, and the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee.
The Employee shall also be eligible to earn an additional payment (Bonus) of $70,632. The parties consider the Bonus Pay as “at-risk” and therefore not guaranteed. Bonus Pay could include a cash bonus, commission, and other at-risk pay categories. Bonus shall be determined at the sole discretion of the Company. The Employee’s Bonus shall be based on Employee’s annual performance reviews and overall company performance, subject to the terms and conditions of applicable incentive plans and policies.
Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable.
After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31st.
Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next.
Jacob Ellman Employment Agreement
Pursuant to the Company’s Compensation Committee approval of July 21, 2022, The Company entered a formal Employment Agreement with Jacob Ellman, the Company’s Chief Business Development Officer and the Company entered into the Agreement with Mr. Ellman as of October 14, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $128,656 per annum, $10,721.33 per month, less statutory and other required deductions, for all work and services Ian James performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s Base Salary, and the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee.
The Employee shall also be eligible to earn an additional payment (Bonus) of $41,140. The parties consider the Bonus Pay as “at-risk” and therefore not guaranteed. Bonus Pay could include a cash bonus, commission, and other at-risk pay categories. Bonus shall be determined at the sole discretion of the Company. The Employee’s Bonus shall be based on Employee’s annual performance reviews and overall company performance, subject to the terms and conditions of applicable incentive plans and policies.
Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable.
After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31st.
Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next. |
Convertible Note Payable |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Convertible Note Payable Disclosure [Abstract] | |
| Convertible Note Payable | Note 7 - Convertible Note Payable
On June 7, 2022, the Company entered into a second Securities Purchase Agreement with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”). The first Security Purchase Agreement with Mast Hill Fund, L.P. was entered On April 12, 2022. Pursuant to the June 7, 2022 Security Purchase Agreement, Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the “Note”). The closing of the Purchase Agreements occurred on June 7, 2022. The Note bears an original issue discount of $31,000, each bear interest of 12% per year and mature on June 7, 2023 (the “Maturity Date”). The Note is convertible into shares of the Company’s common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment Mast Hill shall have the right to convert their Note into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the Purchase Agreements.
Pursuant to the Purchase Agreements, the Company issued to Mast Hill 4,960,000 commitment shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing.
In connection with the Purchase Agreements, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Mast Hill, pursuant to which the Company is obligated to file a registration statement within 90 days of the date of the Registration Rights Agreement covering the sale of the Commitment Shares and the shares of the Company’s common stock that may be issued to Mast Hill pursuant to the conversion of the Note.
JH Darbie & Co., Inc. (“JH Darbie”) and the Company are parties to a Finder’s Fee Agreement, signed March 15, 2020 (“Finder’s Agreement”) pursuant to which JH Darbie would introduce the Issuer to third-party investors. Pursuant to the Finder’s Agreement, in relation to both the April 12, 2022 and the June 7, 2022 Securities Purchase Agreement with Mast Hill Fund, L.P., J.H. Darbie received approximately $22,320 for each Security Purchase Agreement. In addition, JH Darbie is to receive non-callable warrants of equal to 8% warrant coverage of the amount raised. The warrants shall entitle JH Darbie thereof to purchase common stock of the Company at a purchase price equal to 120% of the exercise price of the transaction or the public market closing price of the Issuer’s common stock on the date of the Transaction, whichever is lower (such price, the “Warrant Price”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance, in accordance with the Finder’s Agreement.
On July 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 180 calendar days to file the initial Registration Statement and 270 calendar days to have it declared effective. On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037. |
Stock Purchase Warrant Liability |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Stock Purchase Warrant Liability [Abstract] | |
| Stock Purchase Warrant Liability | Note 8 - Stock Purchase Warrant Liability
JH Darbie & Co., Inc. (“JH Darbie”) and the Company are parties to a Finder’s Fee Agreement, signed March 15, 2020 (“Finder’s Agreement”) pursuant to which JH Darbie would introduce the Issuer to third-party investors. Pursuant to the Finder’s Agreement, in relation to the April 12, 2022 and the June 7, 2022 Securities Purchase Agreement with Mast Hill Fund, L.P., two equal payments of fees of approximately $22,320 were paid to JH Darbie. In addition, JH Darbie is to receive non-callable warrants of equal to 8% warrant coverage of the amount raised. The warrants shall entitle JH Darbie thereof to purchase common stock of the Company at a purchase price equal to 120% of the exercise price of the transaction or the public market closing price of the Issuer’s common stock on the date of the Transaction, whichever is lower (such price, the “Warrant Price”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance, in accordance with the Finder’s Agreement. |
Shareholder Equity |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Shareholder Equity [Abstract] | |
| Shareholder Equity | Note 9 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 700,000 shares issued and outstanding as of August 31, 2022 and February 28, 2022.
During the three months ended May 31, 2021, 700,000 shares of Series A Preferred Stock were issued to CRS Consulting, LLC (“CRS”), a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody. CRS is our controlling shareholder, owning 700,000 shares of Series A Preferred Stock and 250,000,000 shares of Restricted Common Stock. Series A Preferred Stock has no conversion rights to any other class, and every vote of Series A Preferred Stock has voting rights equal to 1,000 votes of Common Stock. On July 19, 2021, these shares were purchased. As of November 30, 2021, our CEO, Ian James, and Director, Stephen Letourneau, each hold 350,000 shares of Series A Preferred Stock (See Note 1).
Common Stock
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 385,198,451 and 370,747,042 shares of common stock issued and outstanding as of August 31, 2022 and February 28, 2022, respectively.
At the time of reorganization, former shareholders of Sauer Energy, Inc. became shareholders of Fast Track Solutions, Inc., representing 359,996,332 of the common shares outstanding.
On July 19, 2021, 250,000,000 shares of restricted Common Stock were purchased by Ohio Green Ventures, LLC from CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody (See Note 1).
On August 24, 2021, Green Ohio Ventures, LLC transferred 17,963,817 shares of restricted Common Stock of Better for You Wellness, Inc. to MRKTS Group Inc. for consulting services provided.
From August 24, 2021 to August 25, 2021, Green Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of 24,137,499 shares of restricted Common Stock of Better for You Wellness, Inc. to 18 of its 20 members. No shares were distributed from GOHV to Ian James and Stephen Letourneau (See Note 1).
On August 24, 2021, 50,000 shares of Restricted Common Stock were issued to CRS as compensation for consulting services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $7,000.
On October 11, 2021, 2,602,740 shares of Restricted Common Stock were issued to SRAX, Inc as compensation for marketing services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $468,493.
On October 11, 2021, 250,000 shares of Restricted Common Stock were issued to CRS as compensation for consulting services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $45,000.
On November 17, 2021, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $18,750.
On January 3, 2022, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $15,000.
On January 13, 2022, 549,097 shares of Restricted Common Stock were sold to five shareholders for proceeds totaling $68,000.
On April12, 2022, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled approximately $15,468.
On April 12, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., in which Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the “Note”). The closing of the Purchase Agreements occurred on April 12, 2022. The Note bears an original issue discount of $31,000, each bear interest of 12% per year and mature on April 12, 2023 (the “Maturity Date”). The Note is convertible into shares of the Company’s common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment Mast Hill shall have the right to convert their Note into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the Purchase Agreements.
Pursuant to the Purchase Agreements, the Company issued to Mast Hill 4,960,000 commitment shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing.
On May 26, 2022, 11,000,000 share of Restricted Common Stock were issued to the two Sellers of Mango Moi, LLC (See Note 1). The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled approximately $550,000.
On July 12, 2022, 100,000 shares of Restricted Common Stock were issued to four Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $3,990.
On July 27, 2022 the Company filed its Pre-14-C notice and accompanying Information Statement and furnished this information to the holders of shares of common stock, par value $0.0001 per share, of Better For You Wellness, Inc., a Nevada corporation (the “Company”), pursuant to Section 78.320 of the Nevada General Corporation Law, Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the following actions taken by the Company’s Board of Directors (the “Board”) and by written consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company, to amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase” or “Corporate Action”).
During the period ended August 31, 2022, a total of 30,282 shares of Restricted Common Stock were sold to two shareholders for proceeds totaling approximately $.
On October 12, 2022, the Board of Directors authorized the issuance of 2,686,667 Common Shares to Mast Hill for consideration of the extension of the 4/12/2022 Registration Rights Agreement.
Shares Cancellable
On July 11, 2022, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement with former Director Dr. Nicola Finley (the “Option Cancellation and Forfeiture Agreement”). Under the Option Cancellation and Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr. Nicola Finley’s option to purchase 4,000,000 common shares of the Company that was granted to the optionee pursuant to the Director Agreement dated as of August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no further rights to exercise the option to purchase 4,000,000 common shares of the Company. The cancellation and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common shares granted by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated as of August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr. Nicola Finley may have been entitled to under the option to purchase 4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley $1.00.
Stock Options
During the fiscal year ended February 28, 2022, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 8,500,000 fully vested on August 31, 2021. The remaining 11,500,000 shares vest over the next 2 years. During the three months ended August 31, 2023, 2,000,000 shares were forfeited. The options have the exercise price of $.25 per share. These options expire 5 years after issue. The aggregate intrinsic value of these outstanding options as of August 31, 2022, was $0.
The Company fair valued the options on the grant dates at $2,127,565 using a Black-Scholes option pricing model with the following assumptions: stock price of $.15 and $.11 per share (based on the quoted trading price on the dates of the grants). The Company is amortizing the expense over the vesting terms of each. The total stock option expense for the period ended August 31, 2022 was approximately $297,414. The total unamortized stock option expense at August 31, 2022 was approximately $1,854,208.
Additional Paid-In Capital
During the quarterly period ended August 31, 2022, a total of $2,931,841 posted as additional paid-in capital.
This includes Common Shares issued for services for the Company including $250,192 for Mast Hill, cash received for shares sold $3,747, $274,025 of share option vestment/expense for the Board of Directors, $17,188 in Warrants issued related to JH Darbie for finder agreement and debt treatment of Mast hill, and negative $223,060 in forfeiture of stock options by former Director Dr. Nicola Finley.
Related-Party Transactions
Loan to Company
During the six-month period ended August 31, 2022, Green Ohio Ventures, LLC, paid expenses on behalf of the Company totaling approximately $82,788 and during the same period, Green Ohio Ventures was reimbursed $176,544, which included the $82,788 expense paid from this period. During the same period of August 31, 2022, Green Ohio Ventures, LLC, loaned the Company $7,000. During the same period, the following Company Officers and Directors made the following financial contributions to the Company:
Ian James, the Company’s Chief Executive Officer loaned the Company $18,000 during the period. Additionally, Mr. James paid expenses on behalf of the Company totaling approximately $26,057 and during the same period, Mr. James was reimbursed $19,775, leaving a balance of expense paid from prior reporting periods in the amount of $9,791, which was in addition to the $18,000 loan as referenced above.
Stephen Letourneau the Company’s Chief Branding Officer paid expenses on behalf of the Company totaling approximately $48,068, and during the same period, Mr. Letourneau was reimbursed $40,389 leaving a balance of $2,780 to be reimbursed.
Director David Deming paid expenses on behalf of the Company totaling approximately $50,000.
In addition, the Company acquired $35,000 of a loan to Mango Moi, LLC when it became a wholly-owned subsidiary of the Company. This loan was made to Mango Moi, LLC by a relative of Amanda Cayemitte (i.e., Mr. Gushy Joseph), one of the sellers of the subsidiary. On October 12, 2022, the Board of Directors authorized the issuance of 760,870 Common Shares @ $0.023 per share to retire $17,500 of the $35,000 Loan. The balance of $17,500 was agreed to be paid in the first quarter of the 2023 calendar year.
Additionally, during the six-month period ended August 31, 2022, Company Officers Deferred Compensation totaling $190,320. These payments are considered as loans to the Company, which are noninterest-bearing, unsecured, and payable on demand. |
Impairment Expense |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Impairment Expense [Abstract] | |
| Impairment Expense | Note 10 - Impairment Expense
During the period ended August 31, 2022, the Company had no Impairment Expenses. |
Subsequent Events |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 11 - Subsequent Events
On September 20, 2022, the Company entered into a Manufacturing Agreement with Ironwood Clay Company (ICCI) to develop commercially scaled Personal Care Products for Mango Moi and other products in the Company’s portfolio. The Company agreed to pay a non-refundable deposit of $10,000 USD for up to 8 Product Formula. This includes three formulation revisions and samples per Product Formula (each iteration of sampling of up to 500gr./ml.). Additional revisions to the Formula(s) will be charges to the Client at a rate of $500 USD per revision.
Once the Company has approved the final Formula(s) and places a Purchase Order exceeding $10,000 USD, the non-refundable deposit will be applied to the total amount of the Purchase Order. Upon ordering at least Twenty-Five Thousand US Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI herein in respect of such Product and Formula shall cease, the Company shall no longer be obligated to purchase Products from ICCI, and the Client shall be free to engage any other manufacturer for such purpose.
On September 22, 2022, the Company announced the cancelation of the Letter of Intent (LOI) to acquire Ironwood Clay Company (ICCI) because ICCI was unable to have its Clay Mining Operation adequately meet SEC reporting requirements related to the mining of a natural resource. Additionally, ICCI owners were unwilling to bifurcate the Mining Operation from the Personal Care Manufacturing.
On September 22, 2022, the Company announced the Letter of Intent (LOI) to acquire The Ideation Lab and its functional beverage division, The Jordre Well.
The Ideation Lab is a brand solutions incubator and accelerator focused on the plant-based wellness and hemp-infused industry. The Ideation Lab has been developing plant-based wellness brands since 2020, including Garrett and Emmett’s Pet Treats, a pet lifestyle brand, E.J. Well Co, a women’s wellness brand, and others.
The Jordre Well is a functional beverage company that is 49% owned by Coffee Holding Co., Inc. (NASDAQ: JVA), a leading integrated wholesale coffee roaster and dealer in the United States. Earlier this week, The Jordre Well announced its portfolio of products from Stephen James Curated Coffee Collection (“SJCCC”), the Company’s premium coffee brand, which is now being sold through Amazon.com and is in discussion with major national retailers. The e-commerce giant carries 8 of SJCCC’s premium coffee products and ships to more than 100 countries around the globe. Additionally, the deal contemplates Coffee Holding Company continuing its global purchase of coffee beans, manufacturing, distribution, and licensure of its Cafe Caribe and Harmony Bay to The Jordre Well for Hemp infusion.
On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 270 calendar days to file the initial Registration Statement and 360 calendar days to have it declared effective. This extension follows the July 11, 2022 extension in which Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 180 calendar days to file the initial Registration Statement and 270 calendar days to have it declared effective. In consideration of the extension, on October 12, 2022, the Board of Directors authorized the issuance of 2,686,667 Common Shares to Mast Hill for consideration of the extension of the 4/12/2022 Registration Rights Agreement.
On October 12, 2022, the Board of Directors authorized the issuance of 760,870 Common Shares @ $0.023 per share to retire $17,500 of the $35,000 Loan. The balance of $17,500 was agreed to be paid in the first quarter of the 2023 calendar year.
On October 12, 2022, our Board of Directors approved to renew an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Pursuant to the agreement with SRAX, the Company will be granted access to a platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies.” In exchange for twelve months of access to the Sequire Platform, we paid SRAX $30,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal. |
Accounting Policies, by Policy (Policies) |
6 Months Ended |
|---|---|
Aug. 31, 2022 | |
| Organization and Description of Business [Abstract] | |
| Principles of Consolidation | Principles of Consolidation
The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of February 28, 2022 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed Consolidated Financial Statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022 filed with the SEC.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Glow Markets, LLC and Mango Moi, LLC. All significant intercompany accounts and transactions have been eliminated.
|
| Basis of Presentation | Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
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| Use of Estimates | Use of Estimates
There were no material changes in the Company’s significant accounting policies for the three and six months ended August 31, 2022 as compared to the year ended February 28, 2022. See Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2022, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates.
The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at August 31, 2022 and February 28, 2022 were $2,130 and $9,642 respectively.
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| Property and Equipment | Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years).
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| Revenue Recognition | Revenue Recognition
The Company has prepared its unaudited condensed consolidated financial statements in accordance with GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of August 31, 2022 and February 28, 2022, the Company had no deferred revenues.
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| Income Taxes | Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at August 31, 2022.
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| Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company did not have any dilutive instruments for the three and six months ended August 31, 2022, and 2021, respectively. Thus, anti-dilution issues are not applicable.
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2022 and February 28, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
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| Related Parties | Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
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| Share-Based Compensation | Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity–Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of August 31, 2022 and February 28, 2022.
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| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 will become effective for us in the first quarter of 2023. We are evaluating the impact that the adoption of this update will have on our financial statements; however, it is not expected to be material.
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| Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Business Combinations (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of fair value of such assets and liabilities |
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| Schedule of condensed consolidated results of operations |
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| Schedule of segment reporting information by segment |
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Summary of Significant Accounting Policies (Details) - USD ($) |
Aug. 31, 2022 |
Feb. 28, 2022 |
|---|---|---|
| Organization and Description of Business [Abstract] | ||
| Cash and cash equivalents | $ 2,130 | $ 9,642 |
Business Combinations (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Apr. 12, 2022 |
Aug. 31, 2022 |
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| Business Combinations [Abstract] | ||
| Purchase price of stock | $ 279,000 | $ 592,000 |
| Goodwill | $ 583,586 |
Business Combinations (Details) - Schedule of fair value of such assets and liabilities |
Aug. 31, 2022
USD ($)
|
|---|---|
| Schedule of Fair Value of Such Assets and Liabilities [Abstract] | |
| Cash | $ 913 |
| Inventory | 12,995 |
| Total Assets Acquired | 13,908 |
| Clearbanc Debit Card | 2,365 |
| Notes Payable - PayPal Capital | 2,454 |
| Notes Payable Shopify Capital | 537 |
| Sales Tax Payable | 138 |
| Total Liabilities Assumed | 5,494 |
| Total identifiable net assets | 8,414 |
| Purchase price | 592,000 |
| Goodwill - Excess of purchase price over fair value of net assets acquired on acquisition date | $ 583,586 |
Business Combinations (Details) - Schedule of unaudited condensed consolidated results of operations - Mango Moi [Member] - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Aug. 31, 2022 |
Aug. 31, 2021 |
Aug. 31, 2022 |
Aug. 31, 2021 |
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| Condensed Income Statements, Captions [Line Items] | ||||
| Total revenues | $ 1,716 | $ 15,991 | $ 2,022 | $ 35,447 |
| Net (loss) income | $ (767,677) | $ (31,364) | $ (1,659,594) | $ (112,841) |
| Loss per share (in Dollars per share) | ||||
Business Combinations (Details) - Schedule of unaudited segment reporting information by segment - Mango Moi [Member] - USD ($) |
3 Months Ended | 6 Months Ended |
|---|---|---|
Aug. 31, 2022 |
Aug. 31, 2022 |
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| Segment Reporting Information [Line Items] | ||
| Total revenues | $ 1,716 | $ 8,690 |
| Net income | $ (819) | $ (9,100) |
Convertible Note Payable (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 07, 2022 |
Aug. 31, 2022 |
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| Convertible Note Payable (Details) [Line Items] | ||
| Discount amount | $ 31,000 | |
| Interest rate | 12.00% | |
| Maturity date | Jun. 07, 2023 | |
| Common stock conversion price per share (in Dollars per share) | $ 0.037 | |
| Security purchase agreement | $ 22,320 | |
| Warrant coverage rate | 8.00% | |
| Exercise price percentage | 120.00% | |
| After the issuance expire period | 5 years | |
| Mast Hill Fund, L.P., [Member] | ||
| Convertible Note Payable (Details) [Line Items] | ||
| Principal amount | $ 310,000 | |
| Purchase price | $ 279,000 | |
| Commitment shares (in Shares) | 4,960,000 |
Stock Purchase Warrant Liability (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Aug. 31, 2022 |
Jun. 07, 2022 |
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| Stock Purchase Warrant Liability [Abstract] | ||
| Purchase agreement fees (in Dollars) | $ 22,320 | |
| Non-callable warrants | 8.00% | |
| Purchase common stock percentage | 120.00% | |
| Warrants exercisable date of issuance | 5 years |
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) |
1 Months Ended | ||
|---|---|---|---|
Oct. 12, 2022 |
Sep. 20, 2022 |
Oct. 11, 2022 |
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| Subsequent Events (Details) [Line Items] | |||
| Principal amount | $ 10,000 | ||
| Additional revisions rate | $ 500 | ||
| Purchase agreement description | Once the Company has approved the final Formula(s) and places a Purchase Order exceeding $10,000 USD, the non-refundable deposit will be applied to the total amount of the Purchase Order. Upon ordering at least Twenty-Five Thousand US Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI herein in respect of such Product and Formula shall cease, the Company shall no longer be obligated to purchase Products from ICCI, and the Client shall be free to engage any other manufacturer for such purpose. | ||
| Warrant coverage raised percentage | 49.00% | ||
| Board of Directors Chairman [Member] | |||
| Subsequent Events (Details) [Line Items] | |||
| Issuance of common stock shares (in Shares) | 760,870 | 2,686,667 | |
| Common share price per share (in Dollars per share) | $ 0.023 | ||
| Retirement amount | $ 17,500 | ||
| Loan amount | 35,000 | ||
| Balance amount | 17,500 | ||
| Exchange amount | $ 30,000 |
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