UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: May 31, 2022

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)

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, former address and former fiscal year, if changed since last report)

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

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. Yes ☒  No ☐

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). Yes ☒   No ☐

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.

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, 2023  there were 404,014,987 shares of Common Stock and 700,000 shares of Series A Preferred Stock issued and outstanding.

EXPLANATORY NOTE

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:

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

PART I - FINANCIAL INFORMATION

Better For You Wellness, Inc.

Condensed Consolidated Balance Sheet (unaudited)

As of May 31, 2022 and February 28, 2022

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

Better For You Wellness, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

For the three months ended May 31, 2022 and 2021

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

Better For You Wellness, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2022 and 2021 (Unaudited)

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

Better For You Wellness, Inc.

Consolidated Statement of Cash Flows

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

Better For You Wellness, Inc.

Notes to Unaudited Consolidated Financial Statements

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:

As an early-stage company, our Company generated $306 and $19,455 in revenue for the three months ended May 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. 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. As a fledgling brand, Mango Moi, LLC lacked capital, access to capital, and other resources necessary to scale and maintain its growth trajectory. We believe that as a result of Mango Moi, LLC’s lack of resources, our Company was presented with an attractive acquisition opportunity and that our Company’s resources would allow Mango Moi, LLC to expand.

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 a human’s 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, as well as 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 a variety of 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 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 is dependent 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 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, broader market presence, longer-standing relationships with distributors, retailers, and suppliers, longer operating histories, more extensive production and distribution capabilities, more robust brand recognition, more 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 and 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 and workforce optimization, as well as 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 including a vertically-integrated skincare manufacturer and multiple brands. The closing of these respective transactions is dependent on numerous factors including but not limited to 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 of 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, 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 $49,799, Stephen Letourneau has deferred $38,197, and Jacob Ellman has deferred $12,164. Both Mr. James and Mr. Letourneau have stipulated that they will seek to convert at least 66% of their deferred compensation into restricted Common Shares at a $0.037 per share price to be consistent with the Mast Hill per share pricing.

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 consists of 7 members, 5 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, 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”). Pursuant to 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 May 31, 2022, the Company had no deferred revenues.

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.  

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.

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 nor 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), that 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 consolidated financial data in dollar amounts and as a percentage of revenue for the period represented:

Revenues

The company generated $306 and $0 for the three months ended May 31, 2022, and 2021 respectively, an increase of $306. The increase was due to merchandise sales. 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 $6,069 and $0 for Cost of Goods Sold for the three-months ended May 31, 2022, and 2021 respectively, an increase of $6,069. The increase in Cost of Goods Sold was due to increased product development of inventory.

Gross Profit and Gross Margin

We recorded a negative $5,763 and $0 in Gross Profit for the three months ended May 31, 2022, and 2021 respectively, a decrease of $5,763. We recorded a lower Gross Profit for the three months that ended May 31, 2022, compared to the first quarter of the prior year due to an increase in the Cost of Goods and a decrease in merchandise sales due to a decrease in marketing.

Operating Expenses

We recorded $881,045 and $72,051 in Operating Expenses for the three months ended May 31, 2022, and 2021 respectively. We incurred substantially higher Operating Expenses for the three months ended May 31, 2022, compared to the prior year’s first quarter due to contemplated acquisition transactions, legal fees, due diligence costs, accounting, travel, and consultants. The primary reason for the increase in operating expenses is an increase of approximately $684,050 in share-based expenses and approximately $196,995 in general and administrative expenses.

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 May 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.

Net (Loss) Income

We recorded a loss of $891,872 and $72,051 for the three months ended May 31, 2022, and 2021, respectively. We recorded a substantially higher net loss for our three months ended May 31, 2022, compared to the first quarter in the prior year due to the factors discussed above.

Liquidity and Capital Resources

Our cash balance at May 31, 2022, and 2021 was $3,309 and $2,708, respectively. We raised a total of $250,680 in net proceeds from Mast Hill, LLC in convertible debt in the three months that ended May 31, 2022. We are presently reliant on capital contributions towards expenses from Mr. Ian James, the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Chairman of the Board of Directors. Mr. James has not guaranteed that he will continue to support our capital needs. Therefore, we may not have the ability to continue as a going concern. In order to implement our plan of operations for the next twelve-month period, we may require further funding. Being a start-up stage company, we have 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.

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.

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 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.

Cumulatively, 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, Treasurer. In addition, Mr. DeNunzio resigned as Director on July 30, 2021. Mr. Ian James was also appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Chairman of the Board of Directors, and 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 “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, providing WVH the ability 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. Any future proceeds from the sale of shares, pursuant to the aforementioned term sheet, are to go towards the Company to be used for working capital. Pursuant to the Term Sheet, WVH may not acquire, at any point, more than 4.99% of our outstanding shares of common stock.

On September 17, 2021, we entered into 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.

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 as may be necessary. Any future legal fees that may be incurred are to be billed hourly and may not be static. We believe legal counsel to be important to the growth of the Company 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 (180^th) 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.

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, 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.

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 to 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, we 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, 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 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.

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 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.

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. 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.

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 May 31, 2022, due to the identification of a material weakness in the Company’s internal control over financial reporting as of May 31, 2022.

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:

The following errors impacted the Filings:

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 May 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. 

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

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.

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