(Mark One)

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

 

For the fiscal year ended February 28, 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:

(Exact name of registrant as specified in its charter)

 

 

1349 East Broad Street, Columbus, OH 43205

(Address of principal executive offices, including ZIP code)

 

368-9898

(Registrant’s telephone number, including area code)

 

Securities Registered Pursuant to Section 12(b) Of the Act:

 

 

Securities Registered Pursuant to Section 12(g) Of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

¨

No

x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

¨

No

x

 

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

x

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

x

No

¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):

 

 

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 Act). Yes

¨

No

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

 

As of , 2023, there were 404,214,987 shares of Common Stock and shares of Series A Preferred Stock issued and outstanding.

 

 

 

BETTER FOR YOU WELLNESS, INC.

 

FORM 10-K

 

TABLE OF CONTENTS

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This Annual Report restates the following previously issued Consolidated Financial Statements, data, and related disclosures:

 

 

 

 

 

We are restating the previously issued Consolidated Financial Statements, data, and related disclosures described above because, during the preparation of this Annual Report, we determined that the valuation of stock options granted to director’s dated September 30, 2021 based on Black–Scholes model of valuation was incorrectly calculated. After applying the revised valuation of stock options to our prior financial statements, we determined, for the periods indicated in this explanatory note, that the resulting changes to our financial statements, data, and related disclosures described above were material. Accordingly, we are filing these restatements to correct these material errors.

 

The financial information for the periods indicated above that are included in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and earnings, press releases and similar communications issued prior to the filing of this Annual Report should not be relied on and are superseded by this Annual Report.

 

 

As a result of restatement, the Company recorded additional non-cash stock-based compensation expense for stock options granted on September 30, 2021 and restated its consolidated financial statements for the year ended February 28, 2022 and each of the quarters during the years ended February 28, 2023 and 2022. The impact of these adjustments was an increase in net loss from continuing operations of $909,901 for the year ended February 28, 2022. We refer to the adjustments to correct the historical errors described above as the "Restatement Adjustments."

 

The restated quarterly unaudited financial information for the quarters and year-to-date periods described above is included in note 21 to our consolidated financial statements within this Form 10-K. As such, we have not amended, and do not intend to amend, previously filed Quarterly Reports on Form 10-Q.

 

 

Management determined that the restatement of our previously issued financial statements as described above indicates the existence of a material weakness in our internal control over financial reporting and that our internal control over financial reporting and disclosure controls and procedures were ineffective as of February 28, 2023. Management has created a plan of remediation to address the material weakness. See Item 9A in this Form 10-K for a further discussion of the material weakness in our internal control over financial reporting and plan of remediation.

 

 

 

 

 

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. We are a sustainable brands and services company headquartered in Columbus, Ohio. We are building and evaluating opportunities targeting six goals-based wellness categories within the rapidly growing wellness industry to create a leading global wellness conglomerate.

 

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

 

The Company’s dual buy-and-build model comprises building brands and companies organically as well as exploring and evaluating various opportunities in the plant-based and science-focused food and beverage and consumer packaged goods sectors, including but not limited to, mergers, acquisitions, or business combination transactions.

 

Through our dual buy and build business model, we evaluate the wellness industry in the following six goals-based categories:

 

 

 

 

 

 

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 seek out the brands and products that improve their quality of life. Furthermore, wellness consumers pursue these six goals-based dimensions of wellness, and Management is 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 with 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.

 

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 acquired Mango Moi LLC and have begun to reformulate and re-package the brands (the resetting) to be more cost-effective and commercially scaled to increase profitability. Further, we have executed non-binding letters of intent to acquire companies within the natural supplement and functional beverage sectors. The closing of these respective transactions are 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.

 

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.

 

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.

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. 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.

 

Our operating costs include raw materials, labor and related benefits, manufacturing overhead, marketing, sales, distribution, shipping, and other general and administrative expenses. We manage the impact of our operating costs through select raw ingredient contracts with growers and material providers.

 

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 the farming businesses (including crop degradation due to adverse weather conditions, natural disasters, and pestilence), the size and number of growers who produce crops, changes in national or world economic conditions, political events, tariffs, trade wars, or other events.

 

As of February 28, 2023, we presently have six employees including our management, 4 full-time employees, Mr. Ian James, who was appointed as the Chief Executive Officer, President, Treasurer, and Chairman of the Board of Directors; Mr. Stephen Letourneau, who was appointed as the Chief Branding Officer, and Director, and Mr. Jacob Ellman, who was appointed as the Chief Business Development Officer and Mark Hamlin, the principal accounting officer. The Company has a part-time employee, who manages product fulfillment and fractional CFO Dr. Pratibha Chaurasia.

 

The Internet address of our website is

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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 intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

 

The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:

 

 

 

 

 

 

 

 

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

 

Additionally, Better For You Wellness, Inc. will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be a merger or acquisition candidate for Better For You Wellness, Inc. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than Better For You Wellness, Inc. and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, Better For You Wellness, Inc. will also compete with numerous other small public companies in seeking merger or acquisition candidates.

 

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.

 

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.

 

 

On February 28, 2023, our executive officers and directors included the following:

 

 

In January

2023, the Company appointed Dr. Pratibha Chaurasia, CPA, CA, Ph.D.

as Fractional Financial Officer (“CFO”).

 

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 enhance the Company’s value proposition and portfolio. Our Board of Directors unanimously appointed six initial Committee Members, including David King, Laurie Racine, Zhiping Zhang, Melisse   Gelula, Christopher Brown, and Kate Hendrickson.

 

The Company’s main office is located at 1349 East Broad Street, Columbus OH 43205. The Company has elected February 28th as its year end.

Our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all exhibits and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are available free of charge via our website (www.bfyw.com) as soon as reasonably practicable after they are filed with, or furnished, to the SEC. The foregoing reports are also publicly available at the SEC’s website: www.sec.gov/edgar.

The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

 

It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity.

 

We anticipate difficulty in obtaining financing from other sources since we have no income and zero cash reserves. We are presently 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. Mr. Ian 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 addition, depending upon the transaction, the Registrants current stockholders may be substantially diluted to less than 20% of the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition.

 

The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant’s directors may resign and one or more new directors may be appointed without any vote by stockholders.

 

The Company anticipates that prior to consummating any acquisition or merger, the Company, if required by relevant state laws and regulations, will seek to have the transaction approved by stockholders in the appropriate manner. Certain types of transactions may be entered into solely by Board of Directors approval without stockholder approval. Under Nevada law, certain actions that would routinely be taken at a meeting of stockholders, may be taken by written consent of stockholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders. Thus, if stockholders holding a majority of the outstanding shares decide by written consent to consummate an acquisition or a merger, minority stockholders would not be given the opportunity to vote on the issue. If stockholder approval is required, the Board will have discretion to consummate the transaction by written consent if it is determined to be in the Company’s best interest to do so. Regardless of whether an acquisition or merger is approved by Board action alone, by written consent or by holding a stockholders’ meeting, the Company will provide to its stockholder’s complete disclosure documentation concerning the potential target including requisite financial statements. This information will be disseminated by proxy statement in the event a stockholders’ meeting is held, or by an information statement if the action is taken by written consent.

 

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost  for accountants, attorneys and others. We estimate such cost to be approximately $10,000. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

 

As of February 28, 2023, we presently have six employees including our management,

4

 

Our Chairman of the Board of Directors and Chief Executive Officer is engaged in outside business activities and anticipates that he will

devote approximately

forty (40) hours per week. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

 

Furthermore, the analysis of new business opportunities will be undertaken by or under the supervision of Ian James, the sole officer and director of the Company, who is not a professional business analyst and, in all likelihood, will not be experienced in matters relating  to the target business opportunity. The inexperience of Mr. James and the fact that the analysis and evaluation of a potential business combination is to be taken under his supervision may adversely impact the Company’s ability to identify and consummate a successful business combination. There is no guarantee that Mr. James will be able to identify a business combination target that is suitable for the Company. Ian James, the Chairman of the Board of Directors and sole officer, may hire third parties to conduct an analysis for a target company or any other business opportunities.

 

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

 

 

 

 

 

As an emerging growth company, we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We file or furnish annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”). The SEC makes available free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we file such material with, or furnish it to, the SEC. The SEC maintains a website that contains these reports, proxy and information statements and other information that can be accessed, free of charge, at

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The contents of our website are not incorporated into, and should not be considered a part of, this Annual Report.

 

 

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Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of the financial statements for the Company included elsewhere in this report. We have incurred significant operating losses since inception. Because we do not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern. Therefore, we will need to raise additional funds and are currently exploring alternative sources of financing. On February 28, 2023, we had an accumulated deficit of $6,075,601. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Our continuation as a going concern is dependent upon the ability to raise financing from third parties and generating revenues from operations. There is no assurance that we will be successful in doing so. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

We have a limited operating history. The Company was formed on December 1, 2020. We have limited experience and operating history in which to assess our future prospects as a company. In addition, the market for our products and services is highly competitive. If we fail to successfully develop and offer our products and services in an increasingly competitive market, we may not be able to capture the growth opportunities associated with them or recover our development and marketing costs, and our future results of operations and growth strategies could be adversely affected. Our limited history may not provide a meaningful basis for investors to evaluate our business, financial performance, and prospects.

 

Our shareholders may lose their entire investment if we fail to execute our business plan. Our prospects must be considered in light of the following risks and uncertainties, including but not limited to, competition, the erosion of ongoing revenue streams, the ability to retain experienced personnel and general economic conditions. We cannot guarantee that we will be successful in executing our business plan. If we fail to successfully execute our business plan, we may be forced to cease operations, in which case our shareholders may lose their entire investment.

 

Historically we have had operating losses and our cash flow has been inadequate to support our ongoing operations. Our ability to fund our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our ability to gain interest in our products and services and continue growing our existing operations. If we cannot continue to generate positive cash flow from operations, we will have to reduce our costs and try to raise working capital from other sources. These measures could materially and adversely affect our ability to execute our operations and expand our business.

 

We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

 

We expect that we will pursue acquisitions of other businesses, assets, or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business at our anticipated rate will be impaired.

 

We may pay for acquisitions by issuing additional shares of our common stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

 

 

 

 

 

 

 

 

 

 

Mergers and acquisitions are time intensive, requiring significant commitment of our management team’s focus and resources. If our management team spends too much time focused on recent acquisitions or on potential acquisition targets, our management team may not have sufficient time to focus on our existing business and operations. This diversion of attention could have material and adverse consequences on our operations and our ability to be profitable.

 

Our growth strategy will place significant demands on our management and financial, administrative, and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative, and other resources. If the Company is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.

By incurring indebtedness, the Company subjects itself to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

 

Although we expect to provide a broad and competitive range of products and services, there can be no assurance of acceptance by the marketplace. The procurement of new contracts by the Company may be dependent upon the continuing results achieved, upon pricing and operational considerations, as well as the potential need for continuing improvement to existing products and services. Moreover, the markets for such products and services may not develop as expected nor can there be any assurance that we will be successful in our marketing of any such services.

 

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.

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The commercial success of our products and services is dependent upon unpredictable and volatile factors beyond our control, such as the success of our competitors’ products and services. Our failure to attract market acceptance and a sustainable competitive advantage over our competitors would materially harm our business.

 

Our common stock is currently traded on the OTCQB, which is not a national securities exchange. Most institutional investors will only purchase securities which trade on one of the markets operated by the Nasdaq Stock Market or the New York Stock Exchange. As a result, the OTCQB is generally less liquid than the leading stock exchanges. While the market for our common stock has been relatively active, we believe our failure to be listed on a leading national securities exchange has reduced our liquidity. We cannot assure you that our recent liquidity will be maintained or that investors will not encounter difficulties in selling their common stock in the future at present levels or if the absence of sufficient liquidity will harm our shareholders in the future.

 

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for the common stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

 

The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

 

As disclosed by the Company on Item 5.06 of its Current Report on Form 8-K filed with the SEC on December 6, 2021, the Company has formed a wholly-owned subsidiary, Glow Market, an Ohio Limited Liability Company, to build and operate digitally-native, mission-driven brands within the clean beauty sector in multiple consumer product categories.

 

Better Suds has begun sales in the United States on its direct-to-consumer (“DTC”) e-commerce website (www.bettersuds.com) with six different products available.

 

 

With the Company’s launch of Glow Market and Better Suds, Better For You Wellness, Inc. has ceased to be a shell company, as defined in Rule 12b-2 under the Exchange Act, and is no longer a blank-check company.

 

While we believe that as a result of Glow Market and Better Suds, the Company ceased to be a shell company, the SEC, and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

 

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

 

(i)         the issuer of the securities that was formerly a shell company has ceased to be a shell company,

 

(ii)        the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

 

(iii)       the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

 

(iv)       at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

 

Although the Company filed Form 10 Information with the SEC on its Current Report on Form 8-K on April 21, 2021, shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

 

The sale of a substantial number of shares of our common stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more common stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s common stock could seriously decline in value.

 

All of our common stock shares, should be considered a long-term, illiquid investment. Common. In addition, our common stock, is not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

 

The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for early-stage companies, and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock, if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.

 

The market price of our stock may also fluctuate significantly in response, but not limited, to the following factors, most of which are beyond our control:

 

 

 

 

 

 

 

 

Any such fluctuations may adversely affect the market price or value of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

 

The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

 

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

 

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

 

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock shares will be at any time, or as to what effect the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing market price.

 

 

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 500,000,000 shares of common stock. We anticipate that all or at least some, or potentially all, of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s common stock could seriously decline in value.

 

In addition to the “penny stock” rules described above, FINRA has adopted FINRA Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

 

We have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors.

 

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

 

None.

The Company’s main office is at 1349 East Broad Street, Columbus, OH 43205. The property in which the main office is located was owned by a limited liability company which was 50% owned by Ian James and 50% owned by Stephen Letourneau as of February 28, 2023. In March 2023, the property in which the principal office is located was sold.

There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to 

 

 

Not Applicable.

 

’

 

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 700,000,000 shares of capital stock, of which 500,000,000 are shares of Common Stock and 200,000,000 are shares of Preferred Stock. As of the date of filing this Form 10-K 404,214,987 shares of Common Stock and 700,000 shares of Preferred Stock were issued and outstanding and the Company had two preferred stockholders of record.

 

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

 

Our Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power, or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized Preferred Stock, there can be no assurance that the Company will not do so in the future.

 

On June 9, 2023, there were approximately 167 record holders of our common stock. We believe that there are significantly more beneficial owners of our common stock.

 

 

Aside from the Stock Options related to the Board of Directors Agreements, the  Company has not authorized any securities for issuance under an equity incentive plan.

 

As a smaller reporting company, we are not required to provide the information required by this Item

 

 

“

”

“

”

 

 

Through our dual buy and build business model, we evaluate the wellness industry in the following six goals-based categories:

 

 

 

 

 

 

As an early-stage company, our Company generated $11,414 and $1,517 in revenue for the twelve months ended February 28, 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 seek out the brands and products that improve their quality of life. Furthermore, 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.

 

We have begun reformulating and repackaging Mango Moi and Better Suds to position the brands for a more significant masstige consumer by making them prestigious, cost-effective, and profitable.

 

We intend to close the Letters of Intent (LOI) this summer to purchase The Ideation Lab and its functional beverage line, The Jordre Well and Stephen James Curated Coffee Collection, which expects to expand sales with bakeries, boutiques, and retailers, with a national grocer this Summer, as well as with functional foods, supplements, functional pet treats, and more. Closing these LOIs is projected to increase Shareholder Value and position the Company for additional development of a Men’s Skin Care line, a Luxe skincare line focused on cellular turnover, and further position the Company to seek synergistic acquisitions, including brands, manufacturing, and distribution.

 

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.

 

 

Our revenue growth strategy follows a dual buy-and-build model in which we acquire and develop in-house brands and related infrastructure. In addition to scaling the Company’s wholly-owned subsidiary, Glow Market LLC, which currently owns and operates our Better Suds soap brand, we acquired Mango Moi, a natural skin and haircare line.

 

To further develop Better Suds and Mango Moi into masstige brands, we have begun to reformulate and re-package the brands (the resetting) to be more cost-effective and commercially scaled to increase profitability. We began the resetting of Mango Moi in late Fiscal Year 2023 and expect to finalize the reset of the brands to make them cash flow neutral as soon as the following Fiscal Year and project profitability the following Fiscal Year as we aim to sell through to larger commercial venues, direct-to-consumer online, and through to subscription box sales.

 

We have a planned collaboration between Mango Moi and Better Suds, allowing the clean body, face, hair, and hand wash to interact with skin and hair care products.

 

The Company also has designs to develop a Men’s Skin Care brand and a Premium Luxe Skin Care Line.  The Company would have personal care products for men and women at various price points and the ability to develop collaborations.. The Men’s Skin Care Line and Premium Luxe Skin Care line are expected to launch in late Fiscal Year 2024.

 

In early Fiscal Year 24, the Company expects to finalize the acquisition of The Ideation Lab with its brand incubation, including supplemental brand EJ Wellco and functional pet treat line, Garrett & Emmett’s Pet Treats, and logistics and Human Resources units. Additionally, the Company expects to close its acquisition of the The Jordre Well, operating within the Functional Beverage category. The Jordre Well acquisition would include the premium coffee line, Stephen James Curated Coffee Collection (SJCCC), which is sold on Amazon, direct-to-consumers, and a growing number of bakeries/boutiques and retailers. SJCCC is in discussion with national grocers, retailers, hotels, and resorts. As a brand, SJCCC provides whole and ground beans in Light roast from Zambia, Medium roast from Brazil, Dark roast from Papua New Guinea, 100% Arabica Bean Swiss Water Process Decaf, and Hemp infused Sumatra Coffee. Because the coffee lines are curated from coffee beans worldwide, the Company will seek to find similar and complimentary coffee with similar taste notes for premium coffee consumers.

 

SJCCC is producing and selling its Nitro Cold Brew this summer. It will begin selling K-cup-style and Nespresso-style individual serving pods for retail consumers and amenity sales at hotels and resorts. SJCCC sales are projected to be cashflow neutral through 2024, then achieve cashflow positivity the following Fiscal Year.

 

The Company is exploring developing and acquiring several Purchasing Channels to cross-pollinate its portfolio of wellness brands with unrelated wellness brands via interactive self-serve kiosks, monthly subscription box sales, and clinic sales.

Our goal continues to become a going concern through the expansion of Personal Care, Functional Beverages, Purchasing Channels, Functional Foods, and Supplementals. These are in tandem with our strategic plans to up-list on NASDAQ/NYSE organically or via merger.  We believe our innovative wellness-related offerings converge with wellness consumer trends and demands for “Better-For-You” brands and products that satisfy a variety of pricing points. We expect consumer trends toward the adoption of these healthier lifestyles to continue trade wars or other events.

 

As an Early-Stage Company with few transactions, the Company’s expenditures were heavily Selling, General, and Administrative  (“SG&A”) and shared based expenses. The Company engaged Anthony L.G., PLLC as legal counsel to be consulted on a case-by-case basis as necessary for corporate legal services. Legal services were the single largest category of expenditure of the fiscal year. Management expects legal costs to taper as a percentage of overall SG&A as the company grows. To ensure continued financial regulatory compliance, GBQ Partners, LLC remains the Company’s Auditor. 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 BFYW’s OTCQB listing fees, SRAX for regular updates of NOBO data for the shareholder lists for ongoing shareholder communications, Governmental filing fees including business licensing.

 

As an early-stage company, the Company has very few transactions to date. The Company’s Board of Directors consists of 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.

 

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 has applied 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 February 28, 2023, the Company had no deferred revenues.

 

The Company’s consolidated 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 been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination. The business purpose of the Company 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 year end.

 

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:

 

 

 

 

The Company generated $11,414 and $1,517 in revenues for our fiscal year end of February 28, 2023 and 2022, respectively. The increase in revenues is due to its wholly-owned subsidiary Mango Moi, by sale of hair and skin care products.

 

We recorded $18,409 and $733 for Cost of Goods Sold for our fiscal year end of February 28, 2023 and 2022, respectively. The increase in Cost of Goods Sold was related to Mango Moi hair and skin care products.

 

We recorded $6,995 and $784 in negative Gross Profit and Gross Profit for our fiscal year end of February 28, 2023 and 2022, respectively.

We recorded $3,336,041 and $2,544,025 in Operating Expenses for our fiscal year end of February 28, 2023 and 2022, respectively. We incurred substantially higher Operating Expenses for our fiscal year ended February 28, 2023 compared to the prior fiscal year due to contemplated acquisition transactions, legal fees, due diligence costs, accounting, travel, and consultants’ related expenses.

 

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 February 28, 2023, the Company has incurred a net loss of approximately $3,527,425 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $740,759 at 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.

We recorded a net loss of $3,527,425 and $2,543,241 for our fiscal year end of February 28, 2023, and 2022, respectively. We recorded a substantially higher net loss for our fiscal year ended February 28, 2023, compared to the prior fiscal year due to an increase in Operating Expenses.

 

For the twelve months ended February 28, 2023, and 2022, we had negative cash flows from operating activities in the amount of $817,775 and $308,022, respectively, due to increased Operating Expenses.

 

The following table sets forth restatement of condensed statement of operations for the period ended May 31, 2022 and 2021:

 

 

 

 

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.

 

 

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.

 

 

We recorded 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.

 

 

We recorded $965,308 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 $768,313 in share-based expenses and approximately $196,995 in general and administrative expenses.

 

 

The following table sets forth restatement of condensed statement of operations for the period ended August 31, 2022 and 2021:

 

The company generated $1,716 and $0 for the three months ended August 31, 2022, and 2021 respectively, an increase of $1,716. The increase was due to the Company having sales from its Mango Moi operation. The company generated $2,022 and $0 for the six months ended August 31, 2022, and 2021 respectively, an increase of $2,022. The increase was due to the Company having sales from its Mango Moi operation. The Company’s current business plan is to explore and evaluate various business opportunities in the plant-based food, beverage, and consumer packaged goods (“CPG”) sectors including but not limited to mergers, acquisitions, or business combination transactions.

 

 

We recorded $3,489 and $0 for the Cost of Goods Sold for the three months ended August 31, 2022, and 2021 respectively, an increase of $3,489. We recorded $9,558 and $0 for the Cost of Goods Sold for the six months ended August 31, 2022, and 2021 respectively, an increase of $9,558.

 

 

We recorded a negative $1,772 and $0 in Gross Profit for the three months ended August 31, 2022, and 2021 respectively, a decrease of $1,772. In the six months ended August 31, 2022, and 2021 respectively, we recorded a negative $7,536 and $0 in Gross Profit. a decrease of $7,536. The decrease was due to declines in merchandise sales due to lack of inventory due to supply-chain issues with ingredients from the ivory coast and other regions required for Mango Moi products.

 

 

We recorded $673,063 and $14,005 in Operating Expenses for the three months ended August 31, 2022, and 2021 respectively. We recorded $1,638,371 and $86,057 in Operating Expenses for the six months ended August 31, 2022, and 2021 respectively.

 

We incurred $659,058 in higher Operating Expenses for the three months ended August 31, 2022, due to approximately $227,619 in share-based expenses and approximately $446,262 in general and administrative expenses. For the six months ended August 31, 2022, we incurred $1,533,132 in higher Operating Expenses due to approximately $918,932 in share-based expenses and approximately $643,257 in general and administrative expenses. The increase in general and administrative expenses was due to the stock option expense for Independent Directors, recognition of deferred compensation, and increased costs due to the acquisition of Mango Moi.

 

 

The following table sets forth restatement of condensed statement of operations for the period ended November 30, 2022 and 2021:

 

The company generated $6,986 and $0 for the three months ended November 30, 2022, and 2021 respectively, an increase of $6,986. The company generated $9,008 and $0 for the nine months ended November 30, 2022, and 2021 respectively, an increase of $9,008. The increase was due to the Company having sales from its Mango Moi operation.

 

 

We recorded $5,823 and $0 for Cost of Goods Sold for the three months ended November 30, 2022, and 2021 respectively, an increase of $5,823. We recorded $15,381 and $0 for Cost of Goods Sold for the nine months ended November 30, 2022, and 2021 respectively, an increase of $15,381.

 

 

We recorded $1,163 and $0 in Gross Profit for the three months ended November 30, 2022, and 2021 respectively, an increase of $1,163. The increase was due to the increase in sales and the streamlining of manufacturing. We recorded a negative $6,373 and $0 in Gross Profit for the nine months ended November 30, 2022, and 2021 respectively, a decrease of $6,373. The decrease was due to the reformulating and reconfiguring Mango Moi production over the period.

 

 

 

We recorded $734,918 and $1,726,323 in Operating Expenses for the three months ended November 30, 2022, and 2021 respectively. We recorded $2,305,290 and $1,469,082 in Operating Expenses for the nine months ended November 30, 2022, and 2021 respectively.

 

We incurred $331,179 in lower Operating Expenses for the three months ended November 30, 2022 due to approximately $457,174 in share-based expenses, and approximately $208,927 in general and administrative expenses, compared to $1,458,415 and $267,908 in share-based expenses, and general administrative expenses, respectively, for the three months ended November 30, 2021. The decrease in general expenses and administrative 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.

 

Our cash balance at February 28, 2023 and 2022, was $13,773 and $9,642 respectively. We received $3,750 and $68,000 from the sale of shares of Common Stock for the twelve months ended February 28, 2023, and 2022 respectively. We are presently reliant on capital contributions toward expenses from Mr. Ian James, the Company’s Chief Executive Officer, President, Treasurer,  and Chairman of the Board of Directors.

 

Mr. Ian 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.

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

 

INDEX TO FINANCIAL STATEMENTS

 

To the Stockholders and Board of Directors of Better For You Wellness, Inc.

 

 

We have audited the accompanying consolidated balance sheet of Better For You Wellness, Inc. (the “Company”) as of February 28, 2023, the related consolidated statement of operations, stockholders’ deficit, and cash flows for the year ended February 28, 2023, and related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 28, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has experienced recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

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

 

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

 

Our

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

 

The consolidated financial statements of the Company for the year ended February 28, 2022, before the restatement described in Note 3, were audited by another auditor whose report was dated June 15, 2022 expressed an unmodified opinion on those statements.

 

As

part of our audit of the February 28, 2023 consolidated financial statements, we also audited the adjustments described in Note 3 that were applied to restate the February 28, 2022 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the February 28, 2022 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly we do not express an opinion or any other form of assurance on the February 28, 2022 consolidated financial statements as a whole.

 

Report