Better For You Wellness, Inc. - Quarter Report: 2023 May (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD

ENDED May 31, 2023

OR



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from                to 

COMMISSION FILE NUMBER: 000-56262 

Better For You Wellness, Inc.

(Exact name of registrant as specified in its charter) 

Nevada		87-2903933
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Ian James 1349 East Broad Street Columbus, OH		43205
(Address of Principal Executive Offices)		(Zip Code)

(

614

) 368-9898

(registrant’s telephone number, including area code)

N/A

(former name or former mailing address, if changed since last report)  

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbols	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.



Yes



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Yes



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 	Accelerated filer 	Non-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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

As

of July 1

, 2023

, there were 404,990,181 shares of Common Stock and 700,000
 shares of Series A Preferred Stock issued and outstanding. 

INDEX 

		Page
	PART I - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS – UNAUDITED
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2023 (UNAUDITED) AND FEBRUARY 28, 2023 (AUDITED)	1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2023 AND 2022 (UNAUDITED)	2
	STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MAY 31, 2023 AND 2022 (UNAUDITED)	3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MAY 31, 2023 AND 2022 (UNAUDITED)	4
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	13
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4	CONTROLS AND PROCEDURES	18

	PART II - OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	20
ITEM 1A	RISK FACTORS	20
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4	MINE SAFETY DISCLOSURES	20
ITEM 5	OTHER INFORMATION	20
ITEM 6	EXHIBITS	20

SIGNATURES		21

PART I - FINANCIAL INFORMATION 

BETTER FOR YOU WELLNESS, INC. 

CONDENSED CONSOLIDATED BALANCE SHEETS 

	( Unaudited )
	May 31, 2023			February 28, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	17,776		$	13,773
Accounts receivable		2,013			1,460
Prepaid expenses		10,931			18,493
Other receivable		19,857			—
Inventory		416			979
Total current assets		50,993			34,705
Equipment, net		1,353			1,547
Goodwill		583,484			583,484
Right-of-use assets - operating leases		214,003			—
Total assets	$	849,833		$	619,736

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Accounts payable	$	485,933		$	391,553
Deferred compensation		479,919			379,759
Notes payable- related party		433,500			293,000
Accrued interest		78,843			60,243
Operating lease liabilities - current portion		72,911			—
Convertible notes payable, net of discount		620,000			594,804
Notes payable - paypal capital		1,876			2,103
Notes payable - shopify capital		103			121
Total current liabilities		2,173,085			1,721,583
Long-term liabilities
Lease liability- net of current portion		141,092			—
Total long-term liabilities		141,092			—
Total liabilitie s		2,314,177			1,721,583

Stockholders’ deficit:
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 700,000 shares issued and outstanding as of May 31, 2023 , and February 28, 2023)		70			70
Common stock ($0.0001 par value, 500,000,000 shares authorized, 404,114,987 and 404,014,987 issued and outstanding as of May 31, 2023 , and February 28, 2023, respectively)		40,413			40,403
Additional paid in capital		5,318,659			4,933,281
Accumulated deficit		(6,823,486	)		(6,075,601	)
Total stockholders' deficit		(1,464,344	)		(1,101,847	)
TOTAL LIABILITIES & EQUITY (DEFICIT)	$	849,833		$	619,736

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

BETTER FOR YOU WELLNESS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

(Unaudited) 

	For the Three Months Ended May 31,
				As Restated
	2023			2022
Revenue
Merchandise sales	$	1,850		$	306
Cost of goods sold		932			6,069
Gross profit (loss)		918			(5,763	)

Operating expenses
Share based expenses		392,950			768,313
Selling, general and administrative		312,056			196,996
Total operating expenses		705,006			965,309

Operating loss		(704,088	)		(971,072	)

Other expense
Interest expense		(43,797	)		(5,063	)
Total other expense		(43,797	)		(5,063	)

Net loss	$	(747,885	)	$	(976,135	)

Net loss per common shares outstanding – basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding – basic and diluted		404,081,291			363,657,794

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

BETTER FOR YOU WELLNESS, INC. 

CONSOLIDATED AND CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S (DEFICIT) 

FOR

THE

THREE MONTHS ENDED MAY 31, 2023 AND 2022 

(Unaudited) 

	Common Shares						Class A Preferred Shares				Additional Paid- In			Shares			Accumulated
	Shares			Amount			Shares		Amount		Capital			Cancelable			Deficit			Total

Balances, February 28, 2022		370,747,042		$	37,075			700,000	$	70	$	2,395,265			(250,000	)	$	(2,548,176	)	$	(365,766	)

Common shares cancelled and returned to the company		(7,048,873	)		(705	)		—		—		(249,295	)		250,000			—			—

Common shares issued for shares payable		325,000			33			—		—		(33	)		—			—			—

Common shares issued for services to company		5,085,000			509			—		—		272,226			—			—			272,735

Common shares issued for purchase of Mango Moi		11,000,000			1,100			—		—		548,900			—			—			550,000

Stock option expense		—			—			—		—		495,578			—			—			495,578

Warrants issued		—			—			—		—		13,514			—			—			13,514

Debt forgiveness		—			—			—		—		49,686			—			—			49,686

Net loss for the year		—			—			—		—		—			—			(976,135	)		(976,135	)

Balances, May 31, 2022		380,108,169		$	38,012			700,000	$	70	$	3,525,841		$	—		$	(3,524,311	)	$	39,612

Balances, February 28, 2023		404,014,987		$	40,403			700,000	$	70	$	4,933,281		$	—		$	(6,075,601	)	$	(1,101,847	)

Common shares issued for services to the company		100,000			10			—		—		940			—			—			950

Stock option expense		—			—			—		—		384,438			—			—			384,438

Net loss for the year		—			—			—		—		—			—			(747,885	)		(747,885	)

Balance May 31, 2023		404,114,987		$	40,413			700,000	$	70	$	5,318,659		$	—		$	(6,823,486	)	$	(1,464,344	)

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

BETTER FOR YOU WELLNESS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 

(Unaudited) 

	For the Three Months Ended May 31
				Restated
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(747,885	)	$	(976,135	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		385,388			768,313
Amortization of debt discount & issuance costs		25,196			12,139
Depreciation		194			194
Changes in Operating Assets and Liabilities:
Accounts receivable		(553	)		—
Inventory		563			6,060
Prepaid expenses		7,562			—
Other receivable		(19,857	)		—
Accounts payable		94,380			(213,593	)
Accrued interest		18,600			5,063
Deferred compensation		100,160			100,160
Other current liabilities		(245	)		(316	)
Net Cash Used in Operating Activities		(136,497	)		(298,115	)

Cash Flows from Investing Activities:
Acquisition of businesses, net of cash acquired		—			(6,087	)
Purchases of property and equipment		—			(2,323	)
Net Cash Used in Investing Activities		—			(8,410	)

Cash Flows from Financing Activities:
Payment of debt issuance cost		—			(28,320	)
Proceeds from convertible loan, net of original issue discount		—			279,000
Notes payable- related party		140,500			—
Notes payable- LT		—			(174	)
Expenses contributed to capital		—			49,686
Net Cash Provided by Financing Activities		140,500			300,192

Net increase/(decrease) in cash		4,003			(6,333	)
Cash at beginning of the year :		13,773			9,642
Cash at end of the year :	$	17,776		$	3,309

Supplemental Disclosure Of Non-Cash Investing And Financing Activities:
Common stock issued for acquisition	$	—		$	550,000
Common stock issued to settle liability		—			17,500
Discount on Notes Payable for Warrants	$	—		$	13,514

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

BETTER FOR YOU WELLNESS, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR

THE

THREE MONTHS ENDED MAY 31, 2023 AND 2022 

(Unaudited) 

Note 1 - Organization and Description of Business

Better For You Wellness, Inc. (we, us, our, the “Company” or the “Registrant”) was initially incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020. A plant-based, science-focused wellness consumer packaged goods and sustainable services Company evaluating opportunities targeting six goals-based wellness categories within the rapidly growing wellness industry to create a leading global wellness conglomerate.

The Company’s current business plan is to explore and evaluate various opportunities in the plant-based skincare, personal care, food and beverage, natural supplement and consumer packaged goods and services sectors.

The Company acquired Mango Moi, a natural skincare company in May 2022 and 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 intends to acquire The Ideation Lab, LLC 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.

In September, 2022

, 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.

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. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a

business

combination rather than immediate, short-term earnings.

The Company’s main office is located at 1349 East Broad Street, Columbus OH 43205.

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”). These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Mango Moi and Glow Markets, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Significant Accounting Policies and Use of Estimates:

There were no material changes in the Company’s significant accounting policies for the three months ended

May 31

, 2023 as compared to the year ended February 28, 2023

except for lease accounting for operating lease entered into in Q1,

where the

company has applied Accounting Standards Codification (ASC) 842 (

See

Note 8). Further, 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, 2023, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates

of stock option valuation, Right-of-use assets - operating leases, lease liability and

the valuation allowance associated with the Company’s deferred tax assets.

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in shareholders’ deficit and cash flows as of May 31, 2023 and for the related periods presented, have been included. The results for the three-months period ended May 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended February 28, 2023 issued on June 9, 2

023.

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 May 31

2023

and

February 28

, 2022

, the Company had no deferred revenues.

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated 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

The prepa

rat

ion of unaudited condensed consolidated 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 unaudited condensed consolidated 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 th

e financial statements not misleading have been included. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company consi
ders all highly liquid investments with an original maturity of three mont
hs or less when purchased to be cash equivalents. Cash and cash equivalents at May 31, 2023 and February 28, 2023 were $17,776 and $ 13,773 respectively.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line m
ethod over  

the estimated useful lives of the related assets (primarily three to five years). 

Inventory 

Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. 

Better Suds manufactures only what it sells in a drop ship business model, therefore the Company had $416 and 
$979 in inventory as of May 31, 2023

and February 28, 2023.

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 May 31, 2023

100

% valuation allowance has been established on deferred tax assets at May 31, 2023 and February 28, 2023, due to the uncertainty of our ability to realize future taxable income.

Basic/ Diluted 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 does not have any potentially dilutive instruments as of May 31, 2023 and, 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 May 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. The

se financ

ial instruments include accounts receivable, prepaid expenses, inventory, accounts payable, deferred compensation, notes payable-related party

, lease liability current portion

and convertible notes.

Related Parties

The Company follows ASC 850,

Related Party Disclosures,

for the identification of related parties and disclosure of re

lated part

y transactions. See notes

and

below for details of related party transactions in the period presented

Leases:

We determine if an arrangement is a lease at inception. Op

erating

leases are included in Right-of-use assets - operating leases (“ROU”) as assets, Lease liability- net of current portion and Operating lease liabilities - current portion in our balance sheet.

ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate

, the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments.

The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.

On April 1, 2023, the Company entered into office Lease Agreement, for 9,247 square feet office in Columbus, OH. The lease has a term of 3 years starting from April 1, 2023 to March 31, 2026. The lease does not provide an implicit rate. the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. Therefore, we have adopted a treasury rate of 3.81%.

The lease includes the following physical space: 9,247 square feet (SF) on the first, second, and third floors, the 3,000 SF of storage and fulfillment in the sublevel finished basement, and nearly 1,000 SF of lab space in the first floor of the Carriage House (a cumulative total of approximately 10,247 SF), and secure off-street parking.

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 val

ues. 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 May 31, 2023 and February 28, 2023.

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

effective for us in the first quarter of

fiscal year 2024. The

adoption of

ASU No. 2016-13 resulted in no change in the allowance for doubtful accounts

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 any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. 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 - Convertible Note Payable

(A)

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, and 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.

(B)

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 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.

On July 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated

April

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

April

,2022

until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037.

As of May 31, 2023, and February 28, 2023 the balances were $620,000 and $594,804 respectively.

The interest payable for the three-month period ending May 31,2023 and 2022 is $18600 and 5,063 respectively. The debt discount amortized for the three-month period ending May 31,2023 and 2022 is $25,196 and $12,139 respectively.

Note 5 - Accounts Receivable

The following table summarizes the Company’s accounts receivable.

	(Unaudited) For the Three Months Ended May 31, 2023		For the Year Ended February 28, 2023
Accounts Receivable, Gross	$	2,013	$	1,460

Less: Allowance for Credit Losses		—		—

Accounts Receivable, Net	$	2,013	$	1,460

Note 6

- Property and Equipment, net

The Company’s property and equipment for the three months period ended May 31, 2023 and year ended February 28, 2023 are as follows:

	(Unaudited) For the Three Months Ended May 31, 2023		For the Year Ended February 28, 2023
Equipment	$	2,323	$	2,323

Less: Accumulated Depreciation		970		776

Equipment, net	$	1,353	$	1,547

The Company recorded depreciation expense of $194 and $194 in the three months ended May 31, 2023 and 202

respectively.

Note 7 – Operating Lease Right of Use Asset and Lease Liability

On April 1, 2023, the Company entered into a lease agreement to lease 9,247 square feet office in Columbus, OH. The lease commenced on April 1, 2023, for the next three years starting from April 1, 2023 to March 31, 2026, with two one-year options to extend. At this time management has not deemed it probable to exercise these options and as such the additional term has not been considered in the calculation of the Right of Use Asset.

The monthly rental payment is $6,650 has been accrued for April and May 2023.

Upon adoption of this lease, a ROU asset was obtained in exchange for new operating lease liability totaling $225,887. The company uses the implicit rate when it is readily determinable. If the Company’s lease does not provide an implicit rate, the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The lease does not provide an implicit rate. Therefore, we have adopted the treasury rate of 3.81%.

Operating lease right of use (ROU) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term

the commencement date.

Future lease payments are as follows:

For the twelve months ending May 31	Operating Lease
2024		79,800
2025		79,800
2026		66,500
Total lease payments		226,100
Less: present value discount		(12,097	)
Total lease liabilities		214,003
Less: current portion		(72,911	)
Non-current lease liabilities		141,092

The following table set forth additional information pertaining to our leases:

For the three months ending May 31,	2023
Cash paid for amounts included in the measurement of lease liabilities:	—
Operating cash flows from operating leases	—
Weighted average remaining lease term – operating leases	2.8 years
Weighted average discount rate – operating leases	3.81	%

- Notes

Payable

Related Party

As of May 31, 2023 and February 28, 2023 the balance of Notes payable related party was $433,500 and $293,000 respectively.

During the three months period ended May 31

2023, Company received $158,000 from GOV wholly owned subsidiary of Ian James and the original loan payable of $35,000 acquired from Mango Moi, LLC with balancing amount of $17,500 was

fully re-

paid to the lender. These are non-interest bearing and unsecured and payable on demand.

During the year ended February 28, 2023, Company received $32,500 from Mr. James, $48,000 from GOV wholly owned subsidiary of Ian James

and

$195,000 from our Audit Chairman, David Deming . These are non-interest bearing and unsecured and payable on demand.

In addition, the Company acquired $35,000 on October 12,2022 a loan payable by Mango Moi, LLC to a related party of the seller, Amanda Cayemitte. 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 and remaining balance of $ 17,500 was paid in cash during the quarter ending May 31,2023.

Note

– Deferred Compensation

The Company has recognized $479,919

and $379,759

in deferred compensation

as of May 31, 2023 and February 28, 2023 respectively and are

related to the Employment Agreements for Chief Executive Officer, Chief Branding Officer and Chief Business Development Officer.

Note 1

- Stock Purchase Warrant Liability

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.

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.

Note 1

- 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 and 700,000 shares issued and outstanding as of May 31, 2023 and February 28, 2023, respectively.

Common Stock

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 404,114,987 and 404,014,987 shares of common stock issued and outstanding as of May 31, 2023 and February 28, 2023, respectively.

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 April 12, 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 May 26, 2022,

11,000,000

shares 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

During the period ended May 31, 2022

, a total of

325,000

shares of Restricted Common Stock were sold to two shareholders for proceeds totaling approximately $

40,248

On March 31, 2023

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 approximately $

950

Shares Cancelable

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.

No shares were

cancelled

during three months period ended May 31, 2023.

Stock Options

During the year ended February 28, 2023, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 14,000,000 fully vested on February 28, 2023. The remaining 6,000,000 shares vest over the next year. The outstanding options have an exercise price of $.25 per share. These options expire 5 years after issuance.

The Company fair valued the options on the grant date at $4,853,749 using a Black-Scholes option pricing model. The following assumptions: stock price of $.22 per share (based on the quoted trading price on the date of grant 9/30/2021), volatility of 172%, expected term of 5 years, and a risk-free interest rate range of 1.01% for options with grant date September 30,2021 and assumptions for option granted on January 1,2022: stock price of $.11 per share (based on the quoted trading price on the date of grant 1/1/2022) , volatility of 163%, expected term of 5 years, and a risk-free interest rate range of 1.26%.

The Company is amortizing the expense using straight line method over the vesting terms of each. The total stock option expense for the three months period ended May 31, 2023 and

2022 were

$384,438 and $495,577 respectively.

Stock option granted to Director Leslie Bumgarner totaled $703,891 expired due to resignation effective December 31, 2021and stock option granted totaled $ 444,563 to Dr. Nicola Finley was forfeited on her resignation dated June 18, 2022.

The total unamortized stock option expense for the period ended May 31, 2023 and year ending February 28, 2023 was $230,175 and $614,613 respectively.

Note 1

- Goodwill

While changes in circumstances requiring a goodwill impairment test have not been identified for the period ended May 31, 2023. The Company will continue to monitor circumstances, such as disposition activity, stock price declines or changes in forecasted cash flows in future periods. If the fair value of the Company’s reporting unit declines below the car

rying value in the future, goodwill impairment charges may be incurred.

On an annual basis and more frequently based on triggering events, as of February 28 of each year, management reviews goodwill for impairment.

Note 13 – Business Combination

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.

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”).

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	$	913
Inventory		12,995
Total Assets Acquired		13,908
Liabilities assumed:
Clearbanc debit card		2,365
Notes payable - paypal capital		2,454
Notes payable shopify capital		537
Sales tax payable		36
Note payable gushy		35,000
Total liabilities assumed		40,392

Total identifiable net assets		(26,484	)
Purchase price		557,000
Goodwill - excess of purchase price over fair value of net assets acquired on acquisition date	$	583,484

The

purchase price of $557,000 was paid in stock and discharge of liability. Goodwill in the amount of

$583,484 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.

Note 14 - Commitments and Contingencies

Employment Agreements

On July 21, 2022 the Company’s Compensation Committee approved a formal Employment Agreement with Ian James, the Company’s Chief Executive Officer, Stephen Letourneau, the Company’s Chief Branding Officer and Jacob Ellman, the Company’s Chief Business Development Officer.

Beginning March 1, 2022, as compensation under the Employment Agreement, Ian James will earn a Base Salary in the amount of $199,196 per annum, $16,599.67 per month, and be eligible to earn an additional payment (BONUS) of $68,328, Stephen Letourneau will earn a Base Salary in the amount of $152,787 per annum, $12,732.25 per month, and be eligible to earn an additional payment (BONUS) of $41,140, and Jacob Ellman will earn a Base Salary in the amount of $128,656 per annum, $10,721.33 per month, and be eligible to earn an additional payment (Bonus) of $70,632. Each Employee salary less statutory and other required deductions, for all work and services the Employee respectively 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 Employees and Company 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 the Employee’s 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 p

ermitted

to carry over or accumulate more than

five

days of Personal Leave from one year to the next.

Note 15 - Subsequent Events 

The outstanding promissory notes of Mast Hill Fund L.P. dated April 12, 2022 and June 7, 2022 is under consideration for debt modification and extension, and will be reflected subsequently.

The Company is preparing to re-file Form 14-C to increase the Authorized Common Shares from 500,000,000 to 1,000,000,000. This follows a filing of Form 14-C last year that was suspended at that time. The increase in Authorized Common Shares is necessary to effectuate all-stock acquisitions of companies.

On June 23, 2023, the Company notified Cannuka that it was Terminating its Letter of Intent to acquire the Hemp CBD Skincare Company given the challenging market conditions Cannuka suffered due to headwinds from COVID, and lack of FDA guidance. While the Company saw promise in the acquisition of Cannuka, it instead has chosen to focus on the brands in development and to close the Letter of Intent on The Ideation Lab, The Jordre Well and Stephen James Curated Coffee Collection, the latter of which began selling in North America’s largest grocer, Kroger at the end of June 2023, initial sell-thru data appear promising.

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,

850 and

$306 in revenue for the three months ended May 31 , 2023, and 2022 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.

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. We have begun to reduce our labor force to right size the operations costs, as we reformulate the Mango Moi line of products for commercial scaling.

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.

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 and functional beverage, women’s wellness and pet care. 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 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, including deferred compensation, were the single largest category of cash expenditures for the quarter. Pursuant to their Employment Agreements, Ian James, Stephen Letourneau and Jacob Ellman have deferred compensation. Accordingly, the following represents each individual’s deferred compensation since March 1, 2022: Ian James has deferred $235,895, Stephen Letourneau has deferred $183,204, and Jacob Ellman has deferred $60,820. Effective May 2023 the board has approved the conversion of at least 66% of deferred compensation of both Mr. James and Mr. Letourneau into restricted Common Shares at a $0.037 per share price as and when exercised to be consistent with the Mast Hill per share pricing. 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 unaudited condensed consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Under Note 2 – Summary of Significant Accounting Policies, the unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

Going Concern

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.

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. 

Results of Operations

The following table sets forth selected items in our unaudited condensed consolidated financial data in dollar amounts and as a percentage of revenue for the period represented:

	(Unaudited) For the Three Months Ended May 31,
	2023			2022
Revenues	$	1,850		$	306
Cost of Goods		932			6,069
Gross Profit and Gross Margin		918			(5,763	)
Operating Expenses		705,088			965,309
Net (Loss) Income	$	( 704,088	)	$	(976,135	)

The company generated $1,850 and $306 for the three months ended May 31, 2023, and 2022 respectively, an increase of $1,544

or 504.58%.

The increase was due to the Company having sales from its Mango Moi operation.

Cost of Goods Sold

We recorded $

932 and

$6,069 for Cost of Goods Sold for the three months ended May 31,2023, and 2022 respectively, a decrease of $

5,137 and 84.64%

Gross Profit and Gross Margin

We recorded $

918

and $5,763 in gross profit and loss respectively for the three months ended May 31, 2023, and 2022 respectively, an increase loss by of $

6,681 and 115.93%.

The increase was due to the increase in sales and the streamlining of manufacturing.

Operating Expenses

We recorded $

705,088 and

$965,309 in operating expenses for the three months ended May 31, 2023, and 2022 respectively

We incurred $

260,221

in lower Operating Expenses for the three months ended May 31, 2023 due to approximately $392,950 in share-based expenses, and approximately $

115,060

increase in general and administrative expenses, compared to $768,313 and $ 196,996 in share-based expenses, and general administrative expenses, respectively, for the three months ended May 31,

2022

. The decrease in operating expenses was due to reduced stock option expenses for Independent Directors with the vacancy of one Independent Board member, and reduction in legal fees, marketing expenses, membership subscriptions, licenses, and software and applications.

Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. As of May 31, 2023 the Company has incurred a net loss of approximately $

738,151

resulting in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $

157,056

the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our Company’s inception date of December 1, 2020, and our fiscal year end of February 28, 2023, we have completed only three taxable fiscal years.

Net (Loss) Income

We recorded a loss of $

747,885

and $ 976,135 for the three months ended May 31, 2023 and 2022 respectively. We recorded a lower net loss during this period compared to the same quarter of the prior year due to reduced operating expenses during the period.

Liquidity and Capital Resources

Our cash balance was $17,776 and $13,773 as of May 31,2023, and 2022 respectively. We presently are largely reliant on capital contributions towards expenses from Mr. Ian James, the Company’s Chief Executive Officer, President, Treasurer, and Chairman of the Board of Directors Company received $158,000 loan from GOV wholly owned subsidiary of Ian James in the three months ended May 31, 2023.

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 with the exception of the Standby Equity Commitment Agreement with MacRab LLC.

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 initially incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020. The Company has two wholly owned subsidiaries: 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. In December 2021, Glow Market LLC launched its first brand, Better Suds, an impact-driven brand that sells cruelty-free natural soap. In May 2022, the Company acquired its second wholly owned subsidiary, Mango Moi, LLC, a natural skincare and body care product line with naturally clean ingredients to soothe dry skin, eczema, psoriasis, and cracked skin.

The Company seeks to acquire The Ideation Lab, LLC, a brand solutions incubator and accelerator focused on the plant-based wellness and hemp-infused industry since 2020. The Ideation Lab Garrett and Emmett’s Pet Treats, a pet lifestyle brand, E.J. Well Co, a women’s wellness brand (natural supplements), 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.

We began trading under the symbol BFYW on OTC Markets Pink Tier in September 2021, and applied to the OTC Markets Group to up-list its Common Stock for trading on the OTC Markets Venture Market, or the OTCQB. In February 2022, the Company began trading on OTCQB.

Independent Board of Directors

On August 27, 2021, Montel Williams, Joseph J. Watson, Leslie Bumgarner, David H. Deming, and Dr. Nicola Finley were appointed by our Board of Directors to serve as Independent Directors of the Company. On January 1, 2022, Christina Jefferson was appointed to fill the vacancy left by outgoing Director Leslie Bumgarner, whose resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Each Director agreed to serve a two-year term. In October 2021, an Audit Committee was seated with Mr. Deming, Mr. Watson, and Mr. Williams as its members. Mr. Deming was elected its Chair. Dr. Finley resigned as a Director of the Company effective June 2022 due to time constraints and professional bandwidth, and she was replaced temporarily by Mellise Gelula, who, in August 2022, notified the Board that she was unable to commit to the director role and its requirements but would remain a member of the Company's Strategic Advisory Committee. The vacant Board of Director seat remains unfilled. Also, in October 2021, A Compensation Committee was seated with Ms. Leslie Bumgarner, Mr. Watson, and Mr. Williams as its members. Mr. Watson was elected its Chair, and in February 2022, Ms. Jefferson was appointed to fill the vacancy left by Ms. Bumgarner’s resignation.

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 May 31, 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

May 31,2023

, due to the identification of a material weakness in the Company’s internal control over financial reporting as of

May 31,2023

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 Apari 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 September 1, 2022, and in connection with the evaluation required by Rule 13a-15 under the Exchange Act as of May 31, 2023, 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.

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. 

ITEM 6 EXHIBITS

Exhibit No.		Description

31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended May 31, 2023.(2)
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended May 31, 2023.(2)
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
101.INS		Inline XBRL Instance Document.(3)
101.SCH		Inline XBRL Taxonomy Extension Schema Document.(3)
101.CAL		Inline XBRL Taxonomy Extension Calculation Link baseDocument.(3)
101.DEF		Inline XBRL Taxonomy Extension Definition Link base Document.(3)
101.LAB		Inline XBRL Taxonomy Extension Label Link base Document.(3)
101.PRE		Inline XBRL Taxonomy Extension Presentation Link baseDocument.(3)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)

Filed as an exhibit to the Company’s Form 10-12G, as filed with the SEC on March 23, 2021, and incorporated herein by this reference. 

(2)

Filed herewith. 

(3)

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. 

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
	President and Chief Executive Officer

Dated: July 17, 2023