Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Nov. 30, 2021 | Jan. 01, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Better For You Wellness, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --02-28 | |
Entity Common Stock, Shares Outstanding | 370,072,945 | |
Amendment Flag | false | |
Entity Central Index Key | 0001852707 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Nov. 30, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56262 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 87-2903933 | |
Entity Address, Address Line One | 1349 East Broad Street | |
Entity Address, City or Town | Columbus | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43205 | |
City Area Code | (614) | |
Local Phone Number | 368-9898 | |
Entity Interactive Data Current | Yes |
Balance Sheet
Balance Sheet - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Statement of Financial Position [Abstract] | ||
TOTAL ASSETS | ||
CURRENT LIABILITIES | ||
Loans to Company – related party | 156,756 | |
Accrued Expenses | 117,017 | 3,750 |
TOTAL LIABILITIES | 273,773 | 3,750 |
Stockholders’ Equity (Deficit) | ||
Preferred stock ($.0001 par value, 200,000,000 shares authorized; 700,000 and 0 issued and outstanding as of November 30, 2021 and February 28, 2021, respectively) | 70 | |
Common stock ($.0001 par value, 500,000,000 shares authorized, 363,024,072 and 0 issued and outstanding as of November 30, 2021 and February 28, 2021,respectively) | 36,302 | |
Additional paid-in capital | 846,943 | 1,185 |
Accumulated deficit | (1,157,088) | (4,935) |
Total Stockholders’ Equity (Deficit) | (273,773) | (3,750) |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) - $ / shares | Nov. 30, 2021 | Feb. 28, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 700,000 | 0 |
Preferred stock, shares outstanding | 700,000 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 363,024,072 | 0 |
Common stock, shares outstanding | 363,024,072 | 0 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2021 | Nov. 30, 2021 | |
Operating Expenses: | ||
Selling, general and administrative expenses | $ 533,854 | $ 542,910 |
Share-based expense | 532,243 | 609,243 |
Total operating expenses | 1,066,097 | 1,152,153 |
Net loss | $ (1,066,097) | $ (1,152,153) |
Basic and Diluted net loss per common share (in Dollars per share) | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and Diluted (in Shares) | 361,664,351 | 287,241,405 |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | CommonShares | Series APreferred Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balances at Nov. 30, 2020 | |||||
Balances (in Shares) at Nov. 30, 2020 | |||||
Expenses paid on behalf of the Company and contributed to capital | 1,185 | 1,185 | |||
Net loss | (4,935) | (4,935) | |||
Balances at Feb. 28, 2021 | 1,185 | (4,935) | (3,750) | ||
Balances (in Shares) at Feb. 28, 2021 | |||||
Common shares issued after reorganization | $ 36,000 | (36,000) | |||
Common shares issued after reorganization (in Shares) | 359,996,332 | ||||
Preferred shares issued after reorganization | $ 70 | 69,930 | 70,000 | ||
Preferred shares issued after reorganization (in Shares) | 700,000 | ||||
Expenses paid on behalf of the Company and contributed to capital | 3,951 | 3,951 | |||
Net loss | (72,051) | (72,051) | |||
Balances at May. 31, 2021 | $ 36,000 | $ 70 | 39,607 | (76,986) | (1,850) |
Balances (in Shares) at May. 31, 2021 | 359,996,332 | 700,000 | |||
Common share issued for services to the Company | $ 5 | 6,995 | 7,000 | ||
Common share issued for services to the Company (in Shares) | 50,000 | ||||
Expenses paid on behalf of the Company and contributed to capital | 2,990 | 2,990 | |||
Net loss | (14,005) | (14,005) | |||
Balances at Aug. 31, 2021 | $ 36,005 | $ 70 | 49,052 | (90,992) | (5,865) |
Balances (in Shares) at Aug. 31, 2021 | 360,046,332 | 700,000 | |||
Common share issued for services to the Company | $ 298 | 531,945 | 532,243 | ||
Common share issued for services to the Company (in Shares) | 2,977,740 | ||||
Stock options expense | 265,946 | 265,946 | |||
Net loss | (1,066,097) | (1,066,097) | |||
Balances at Nov. 30, 2021 | $ 36,302 | $ 70 | $ 846,943 | $ (1,157,088) | $ (273,773) |
Balances (in Shares) at Nov. 30, 2021 | 363,024,072 | 700,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) | 9 Months Ended |
Nov. 30, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (1,152,153) |
Adjustment to reconcile net loss to net cash used in operating activities: | |
Common stock issued | 539,243 |
Preferred stock issued | 70,000 |
Stock options expense | 265,946 |
Changes in current assets and liabilities: | |
Accrued expenses | 113,267 |
Net cash used in operating activities | (163,697) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Expenses contributed to capital | 6,941 |
Loan to company – related party | 156,756 |
Net cash provided by financing activities | 163,697 |
Net change in cash | |
Beginning cash balance | |
Ending cash balance | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
Interest paid | 0 |
Income taxes paid | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Better For You Wellness, Inc. (we, us, our, the “Company” or the “Registrant”) was originally incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020. On April 26, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were Sauer Energy, Inc. (“SENY” or “Predecessor”), Fast Track Solutions, Inc. (“Successor”), and Fast Track Merger Sub, Inc. (“Merger Sub”). Our former director, Jeffrey DeNunzio, was the sole director/officer of each constituent corporation in the Reorganization. Fast Track Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Fast Track Solutions, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Fast Track Solutions, Inc. became a wholly owned direct subsidiary of Sauer Energy, Inc. and Merger Sub became a wholly owned and direct subsidiary of Fast Track Solutions, Inc. Pursuant to the above, on April 26, 2021, Sauer Energy, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on May 5, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Fast Track Solutions, Inc.’s (“Successors”) common stock. Fast Track Solutions, Inc., as successor issuer to Sauer Energy, Inc., continued to trade in the OTC MarketPlace under the previous ticker symbol “SENY” until the new ticker symbol “FTRK” for the Company was released into the OTC MarketPlace on May 6, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 31188W108. The Company believes that the Reorganization, deemed effective on May 5, 2021, was not a transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve an “offer”, “offer to sell”, “offer for sale” or “sale” within the meaning of Section 2(3) of the Securities Act of 1933. The Reorganization was consummated without the vote or consent of the Company’s stockholders. In addition, the provisions of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”; or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.” On May 5, 2021, after the completion of the Holding Company Reorganization, we cancelled all of the stock we held in Sauer Energy, Inc., resulting in Sauer Energy, Inc. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with Sauer Energy, Inc. after the Reorganization. Jeffrey DeNunzio, the Director of Sauer Energy, Inc., did not discover any assets of Sauer Energy, Inc. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of Sauer Energy, Inc. as a stand-alone company. Given that the former business plan and objectives of Sauer Energy, Inc. and the business plan and objectives of Fast Track Solutions, Inc. substantially differed from one another, we conducted the corporate separation with Sauer Energy, Inc. immediately after the effective time of the Reorganization in order to avoid any shareholder confusion. The former business plan of Sauer Energy, Inc. (the development and marketing of wind powered electric generators) under the leadership of its former directors, did not, in any way, represent the blank check business plan of Fast Track Solutions, Inc. at that time, and thus it is the belief of the Company that the corporate separation ameliorated shareholder confusion about our identity and/or corporate objectives. It is our belief that Sauer Energy was a shell company at the time of the Reorganization. The corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the discretion of our sole director, to be for the benefit of the corporation and its shareholders. Former shareholders of Sauer Energy, Inc. were then the shareholders of Fast Track Solutions, Inc. and had the opportunity to benefit from a business combination with another company. The Company intended to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business at that time After the reorganization and through July 18, 2021, CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, was our controlling shareholder, owning 700,000 shares of Series A Preferred Stock and 250,000,000 shares of Restricted Common Stock. On July 19, 2021, Better For You Wellness, Inc., FKA “Fast Track Solutions, Inc.”, a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Green Ohio Ventures, LLC, an Ohio Limited Liability Company (“GOHV”), Ian James, and Stephen Letourneau, pursuant to which, on July 30, 2021 (“Closing Date”), CRS sold 700,000 shares of the Company’s Series A Preferred Stock and 250,000,000 shares of Common Stock, representing approximately 89.62% voting control of the Company; 350,000 shares of Series A Preferred Stock were transferred to Ian James, 350,000 shares of Series A Preferred Stock were transferred to Stephen Letourneau, and 250,000,000 shares of Common Stock were transferred to GOHV. The aforementioned purchasers, collectively, paid consideration of three hundred thirty-five thousand dollars ($335,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with GOHV, Ian James, and Stephen Letourneau, becoming the Company’s largest controlling stockholders having approximately 89.62% combined voting control over the Company. Pursuant to the Agreement, on July 30, 2021, Mr. Jeffrey DeNunzio resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. On July 30, 2021, Mr. Ian James was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Chairman of the Board of Directors and Mr. Stephen Letourneau was appointed as a Director. On August 18, 2021, we filed an amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to change our name to Better For You Wellness, Inc. On September 30, 2021, we began trading under the symbol BFYW. The new CUSIP number associated with our common stock, as of the market effective date of September 30, 2021, is 08771B105. On August 24, 2021, Green Ohio Ventures, LLC transferred 17,963,817 shares of restricted Common Stock of Better for You Wellness, Inc. to MRKTS Group Inc. for consulting services provided. This transaction did not result in MRKTS Group Inc. owning 5% or more of any class of securities of the issuer. From August 24, 2021 to August 25, 2021, Green Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of 24,137,499 shares of restricted Common Stock of Better for You Wellness, Inc. to 18 of its 20 members. No shares were distributed from GOHV to Ian James and Stephen Letourneau. The aforementioned transaction(s) did not result in any individual shareholder owning 5% or more of any class of securities of the issuer. The aforementioned transaction was carried out as it was deemed by GOHV to be in the best interests of its members. On 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 1, 2021, we entered into Independent Director Agreements with each of Montel Williams, Leslie G. Bumgarner, Joseph J. Watson, David H. Deming, and Dr. Nicola R. Finley, MD, pursuant to which each director will serve two year terms, with the option to renew terms upon completion, and receive cash compensation in the amount of $1,000 per quarter, paid in equal distributions quarterly, 200,000 shares of common stock issued quarterly in 25,000 share distributions, and a non-qualified stock option to purchase up to 4,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share. The Directors were officially seated September 12, 2021, after notification to shareholders. The Company’s current business plan is to explore and evaluate various opportunities in the plant-based food and beverage and consumer packaged goods sectors, including but not limited to, mergers, acquisitions, or business combination transactions. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. 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. As of November 30, 2021, the Company had not yet commenced operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2021 and February 28, 2021 were $0 for both periods. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share The Company does not have any potentially dilutive instruments as of November 30, 2021 and, thus, anti-dilution issues are not applicable. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. Related Parties The Company follows ASC 850, Related Party Disclosures, Share-Based Compensation ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The Company had no stock-based compensation plans as of November 30, 2021 and February 28, 2021. The Company’s stock-based compensation for the periods ended November 30, 2021 and February 28, 2021 was $609,243 and $0, respectively. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 9 Months Ended |
Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4 - Income Taxes The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of November 30, 2021, the Company has incurred a net loss of approximately $1,157,088 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $242,988 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on December 1, 2020, and our fiscal year end of February 28, 2021, we have completed only one taxable fiscal year. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies, On September 17, 2021, our Board of Directors unanimously approved to enter into and consummate a “Term Sheet” with Williamsburg Venture Holdings LLC, a Nevada limited liability company (“WVH”). WVH is a multi-strategy, private investment fund located in New York. The Term Sheet is a private placement with registration rights, 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, our Board of Directors unanimously approved to enter into and consummate an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Pursuant to the agreement with SRAX, the Company will be granted access to a platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies”. In exchange for twelve months of access to the Sequire Platform, we paid SRAX $20,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal. Also on September 17, 2021, our Board of Directors unanimously agreed to approve to enter into and consummate another agreement with SRAX, whereas SRAX will provide advertising and marketing services to the Company on a case-by-case basis, as may be requested by the Company. |
Shareholder Equity
Shareholder Equity | 9 Months Ended |
Nov. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder Equity | Note 6 - Shareholder Equity Preferred Stock The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 700,000 and 0 shares issued and outstanding as of November 30, 2021 and February 28, 2021, respectively. During the three months ended May 31, 2021, 700,000 shares of Series A Preferred Stock were issued to CRS Consulting, LLC (“CRS”), a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody. CRS is our controlling shareholder, owning 700,000 shares of Series A Preferred Stock and 250,000,000 shares of Restricted Common Stock. Series A Preferred Stock has no conversion rights to any other class, and every vote of Series A Preferred Stock has voting rights equal to 1,000 votes of Common Stock. On July 19, 2021, these shares were purchased. As of November 30, 2021, our CEO, Ian James, and Director, Stephen Letourneau, each hold 350,000 shares of Series A Preferred Stock (See Note 1). Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 363,024,072 and 0 shares of common stock issued and outstanding as of November 30, 2021 and February 28, 2021, respectively. At the time of reorganization, former shareholders of Sauer Energy, Inc. became shareholders of Fast Track Solutions, Inc., representing 359,996,332 of the common shares outstanding. On July 19, 2021, 250,000,000 shares of Restricted Common Stock were purchased by Ohio Green Ventures, LLC from CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody (See Note 1). On August 24, 2021, Green Ohio Ventures, LLC transferred 17,963,817 shares of restricted Common Stock of Better for You Wellness, Inc. to MRKTS Group Inc. for consulting services provided. From August 24, 2021 to August 25, 2021, Green Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of 24,137,499 shares of restricted Common Stock of Better for You Wellness, Inc. to 18 of its 20 members. No shares were distributed from GOHV to Ian James and Stephen Letourneau (See Note 1). On August 24, 2021, 50,000 shares of Restricted Common Stock were issued to CRS as compensation for consulting services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $7,000. On October 11, 2021, 2,602,740 shares of Restricted Common Stock were issued to SRAX, Inc as compensation for marketing services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $468,493. On October 11, 2021, 250,000 shares of Restricted Common Stock were issued to CRS as compensation for consulting services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $45,000. On November 17, 2021, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $18,750. Stock Options During the nine months ended November 30, 2021, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 2,500,000 fully vested on September 30, 2021. 17,500,000 shares vest over the next 2 years, 2,500,000 shares per quarter. The options have the exercise price of $.25 per share. These options expire 5 years after issue. The aggregate intrinsic value of these outstanding options as of November 30, 2021, was $0. The Company fair valued the options on the grant date at $2,127,565 using a Black-Scholes option pricing model with the following assumptions: stock price of $.15 per share (based on the quoted trading price on the date of grant), volatility of 151.08%, expected term of 5 years, and a risk-free interest rate range of .98%. The Company is amortizing the expense over the vesting terms of each. The total stock option expense for the nine months ended November 30, 2021 was $265,946. The total unamortized stock option expense at November 30, 2021 was $1,861,619. Additional Paid-In Capital The Company’s former sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,441 during the period ended November 30, 2021. During the period ended November 30, 2021, former related party Paul Moody paid expenses on behalf of the Company totaling $500. The Company’s former sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $1,185 during the period ended February 28, 2021. The $8,126 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 7 - Related-Party Transactions Loan to Company During the period ended November 30, 2021, our CEO, Ian James, paid expenses on behalf of the Company totaling $65 and shareholder, Green Ohio Ventures, LLC, paid expenses on behalf of the Company totaling $156,691. These payments are considered as loans to the Company, which are noninterest-bearing, unsecured and payable on demand. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events 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 of 1933, as amended (the “Securities Act”). The Registration Rights agreement provides that the Company shall, on or before the one hundred and eightieth (180th) day after December 3, 2021, file with the SEC a prospectus supplement on effective Form S-1 covering the maximum number of Registrable Securities (as defined therein) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the WVH, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the WVH (the “ Initial Registration Statement |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2021 and February 28, 2021 were $0 for both periods. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share The Company does not have any potentially dilutive instruments as of November 30, 2021 and, thus, anti-dilution issues are not applicable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, |
Share-Based Compensation | Share-Based Compensation ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The Company had no stock-based compensation plans as of November 30, 2021 and February 28, 2021. The Company’s stock-based compensation for the periods ended November 30, 2021 and February 28, 2021 was $609,243 and $0, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | 1 Months Ended | ||||||
Aug. 27, 2021 | Aug. 25, 2021 | Aug. 24, 2021 | Jul. 19, 2021 | Jul. 18, 2021 | Nov. 30, 2021 | Feb. 28, 2021 | |
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 363,024,072 | 0 | |||||
Shareholder owning preferred stock | 700,000 | 0 | |||||
Independent director agreements, description | 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 1, 2021, we entered into Independent Director Agreements with each of Montel Williams, Leslie G. Bumgarner, Joseph J. Watson, David H. Deming, and Dr. Nicola R. Finley, MD, pursuant to which each director will serve two year terms, with the option to renew terms upon completion, and receive cash compensation in the amount of $1,000 per quarter, paid in equal distributions quarterly, 200,000 shares of common stock issued quarterly in 25,000 share distributions, and a non-qualified stock option to purchase up to 4,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share. | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Owning, percentage | 5.00% | ||||||
Purchase Price [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Voting percentage | 89.62% | ||||||
Paid consideration (in Dollars) | $ 335,000 | ||||||
Fast Track Solutions, Inc. [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 1,000 | ||||||
Predecessor [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 1,000 | ||||||
CRS Consulting, LLC [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Voting percentage | 89.62% | ||||||
Green Ohio Ventures, LLC [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 250,000,000 | ||||||
MRKTS Group Inc [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of restricted common stock | 17,963,817 | ||||||
MRKTS Group Inc [Member] | Purchase Price [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Owning, percentage | 5.00% | ||||||
Better for You Wellness, Inc. [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of restricted common stock | 24,137,499 | ||||||
Common Stock [Member] | CRS Consulting, LLC [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 250,000,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shareholder owning preferred stock | 350,000 | ||||||
Shares of restricted common stock | 250,000,000 | ||||||
Series A Preferred Stock [Member] | CRS Consulting, LLC [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shareholder owning preferred stock | 700,000 | ||||||
Sale of shares | 700,000 | ||||||
Series A Preferred Stock [Member] | Ian James [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Transfer of shares | 350,000 | ||||||
Series A Preferred Stock [Member] | Stephen Letourneau [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Transfer of shares | 350,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Stock-based compensation | $ 609,243 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Nov. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net loss | $ 1,157,088 |
Deferred tax asset | $ 242,988 |
Effective statutory rate | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended |
Sep. 17, 2021USD ($)shares | |
Commitments and Contingencies (Details) [Line Items] | |
Common stock discount, percentage | 15.00% |
Outstanding percentage | 4.99% |
Williamsburg Venture Holdings LLC [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase of common stock value | $ 30,500,000 |
Associated expenses | $ 15,000 |
Purchase of restricted common stock (in Shares) | shares | 250,000 |
SRAX, Inc [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Amount paid | $ 20,000 |
Shareholder Equity (Details)
Shareholder Equity (Details) - USD ($) | Oct. 11, 2021 | Aug. 25, 2021 | Nov. 17, 2021 | Sep. 30, 2021 | Aug. 24, 2021 | Jul. 19, 2021 | Feb. 28, 2021 | May 31, 2021 | Nov. 30, 2021 |
Shareholder Equity (Details) [Line Items] | |||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 0 | 700,000 | |||||||
Preferred stock, shares outstanding | 0 | 700,000 | |||||||
Preferred Stock, Voting Rights | Series A Preferred Stock has no conversion rights to any other class, and every vote of Series A Preferred Stock has voting rights equal to 1,000 votes of Common Stock. | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 0 | 363,024,072 | |||||||
Common stock, shares outstanding | 0 | 363,024,072 | |||||||
Common shares outstanding | 359,996,332 | ||||||||
Restricted common stock | 125,000 | ||||||||
Closing share price (in Dollars) | $ 45,000 | $ 18,750 | |||||||
Grant option exercisable | 20,000,000 | ||||||||
Number of vested shares | 2,500,000 | ||||||||
Stock option description | 17,500,000 shares vest over the next 2 years, 2,500,000 shares per quarter. | ||||||||
Stock option exercise price (in Dollars per share) | $ 25 | ||||||||
Stock option expire | 5 years | ||||||||
Stock option outstanding intrinsic value (in Dollars) | $ 0 | ||||||||
Stock options fair value the grant date (in Dollars per share) | $ 2,127,565 | ||||||||
Stock price (in Dollars per share) | $ 15 | ||||||||
Volatility | 151.08% | ||||||||
Expected term | 5 years | ||||||||
Risk free interest rate range | 98.00% | ||||||||
The total stock option expense (in Dollars) | $ 265,946 | ||||||||
Total unamortized stock option expense (in Dollars) | 1,861,619 | ||||||||
Total payments considered contributions (in Dollars) | 8,126 | ||||||||
CRS Consulting, LLC [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Restricted common stock | 250,000 | 50,000 | |||||||
Closing share price (in Dollars) | $ 7,000 | ||||||||
Green Ohio Ventures, LLC [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Common stock, shares issued | 250,000,000 | ||||||||
Restricted common stock | 24,137,499 | 17,963,817 | 250,000,000 | ||||||
Paid expenses (in Dollars) | 156,691 | ||||||||
SRAX, Inc [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Restricted common stock | 2,602,740 | ||||||||
Closing share price (in Dollars) | $ 468,493 | ||||||||
Paul Moody [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Paid expenses (in Dollars) | 500 | ||||||||
Jeffrey DeNunzio [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Paid expenses (in Dollars) | $ 1,185 | $ 6,441 | |||||||
Series A Preferred Stock [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 350,000 | ||||||||
Series A preferred stock were issued | 700,000 | ||||||||
Shares of restricted common stock | 250,000,000 | ||||||||
Series A Preferred Stock [Member] | CRS Consulting, LLC [Member] | |||||||||
Shareholder Equity (Details) [Line Items] | |||||||||
Series A preferred stock were issued | 700,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 9 Months Ended |
Nov. 30, 2021USD ($) | |
Ian James [Member] | |
Related-Party Transactions (Details) [Line Items] | |
Paid expenses | $ 65 |
Green Ohio Ventures, LLC [Member] | |
Related-Party Transactions (Details) [Line Items] | |
Paid expenses | $ 156,691 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 03, 2021 |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Equity purchase agreement, description | 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. |