Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Nov. 30, 2022 | Mar. 03, 2023 | |
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 | 404,014,987 | |
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, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | 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 | 1 (614) | |
Local Phone Number | 368-9898 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (unaudited) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 |
Current Asset: | ||
Cash and cash equivalents | $ 3,154 | $ 9,642 |
Accounts Receivable | 1,495 | |
Related Party Receivable | 108,301 | |
Prepaid expenses | 23,425 | |
Inventory | 1,657 | |
Prepaids and other assets | 78,072 | |
Total Current assets | 216,104 | 9,642 |
Equipment, net | 1,741 | |
Goodwill | 583,484 | |
TOTAL ASSETS | 801,329 | 9,642 |
Current Liabilities: | ||
Accounts Payable | 311,541 | 375,408 |
Deferred Compensation | 284,499 | |
Clearbanc Debit Card | 895 | |
Illinois Department of Revenue Payable | 128 | |
Out Of Scope Agency Payable | 414 | |
Related Party Notes Payable | 202,000 | |
Total Current Liabilities | 799,478 | 375,408 |
Long-Term Liabilities | ||
Notes Payable - PayPal Capital | 2,216 | |
Notes Payable Shopify Capital | 166 | |
Convertible notes payable, net accumulated interest | 599,111 | |
Total Liabilities | 1,400,970 | 375,408 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock ( $.0001 par value, 200,000,000 shares authorized; 700,000 issued and outstanding as of November 30, 2022 and February 28, 2022) | 70 | 70 |
Common stock ($.0001 par value, 500,000,000 shares authorized, 389,995,988 and 370,747,042 issued and outstanding as of November 30, 2022 and February 28, 2022, respectively) | 39,001 | 37,075 |
Additional Paid in Capital | 3,319,048 | 1,485,364 |
Shares Cancelable | (250,000) | |
Accumulated Deficit | (3,957,760) | (1,638,275) |
Total Stockholders’ Equity (Deficit) | (599,641) | (365,766) |
TOTAL LIABILITIES & EQUITY (DEFICIT) | $ 801,329 | $ 9,642 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (unaudited) (Parentheticals) - $ / shares | Nov. 30, 2022 | Feb. 28, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 700,000 | 700,000 |
Preferred stock, shares outstanding | 700,000 | 700,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 389,995,988 | 370,747,042 |
Common stock, shares outstanding | 389,995,988 | 370,747,042 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Revenue | ||||
Merchandise Sales | $ 6,986 | $ 9,008 | ||
Cost of Good Sold | 5,823 | 15,381 | ||
Gross Profit | 1,163 | (6,373) | ||
Operating Expenses | ||||
Share Based expense | 346,762 | 532,243 | 1,332,475 | 609,243 |
Selling, General and Administrative | 258,401 | 533,854 | 852,184 | 542,910 |
Total Operating Expenses | 605,163 | 1,066,097 | 2,184,659 | 1,152,153 |
Operating Income/(Loss) | (604,000) | (1,066,097) | (2,191,032) | (1,152,153) |
Other Income/(Expense) | ||||
Interest Expense | (55,935) | (128,453) | ||
Other Expense | ||||
Total Other Income | (55,935) | (128,453) | ||
Net income/(loss) | $ (659,936) | $ (1,066,097) | $ (2,319,485) | $ (1,152,153) |
Loss per share (in Dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding (in Shares) | 372,031,446 | 361,664,351 | 372,031,446 | 287,241,405 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Shares | Common Shares | Additional Paid-in Capital | Shares Cancelable | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | ||||||
Balance (in Shares) at Dec. 31, 2020 | ||||||
Expenses paid on behalf of the Company and contributed to capital | 1,185 | 1,185 | ||||
Net loss | (4,935) | (4,935) | ||||
Balance at Feb. 28, 2021 | 1,185 | (4,935) | (3,750) | |||
Balance (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) | ||||
Balance at May. 31, 2021 | $ 70 | $ 36,000 | 39,607 | (76,986) | (1,850) | |
Balance (in Shares) at May. 31, 2021 | 700,000 | 359,996,332 | ||||
Balance at Feb. 28, 2021 | 1,185 | (4,935) | (3,750) | |||
Balance (in Shares) at Feb. 28, 2021 | ||||||
Net loss | (1,152,153) | |||||
Balance at Nov. 30, 2021 | $ 70 | $ 36,302 | 846,943 | (1,157,088) | (273,773) | |
Balance (in Shares) at Nov. 30, 2021 | 700,000 | 363,024,072 | ||||
Balance at May. 31, 2021 | $ 70 | $ 36,000 | 39,607 | (76,986) | (1,850) | |
Balance (in Shares) at May. 31, 2021 | 700,000 | 359,996,332 | ||||
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) | ||||
Balance at Aug. 31, 2021 | $ 70 | $ 36,005 | 49,052 | (90,992) | (5,865) | |
Balance (in Shares) at Aug. 31, 2021 | 700,000 | 360,046,332 | ||||
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 option expense | 265,946 | 265,946 | ||||
Net loss | (1,066,097) | (1,066,097) | ||||
Balance at Nov. 30, 2021 | $ 70 | $ 36,302 | 846,943 | (1,157,088) | (273,773) | |
Balance (in Shares) at Nov. 30, 2021 | 700,000 | 363,024,072 | ||||
Balance at Feb. 28, 2022 | $ 70 | $ 37,075 | 1,485,364 | $ (250,000) | (1,638,275) | (365,766) |
Balance (in Shares) at Feb. 28, 2022 | 700,000 | 370,747,042 | ||||
Common shares canceled and returned to the Company | $ (705) | (249,295) | 250,000 | 0 | ||
Common shares canceled and returned to the Company (in Shares) | (7,048,873) | |||||
Common shares issued for cash received | $ 33 | (33) | ||||
Common shares issued for cash received (in Shares) | 325,000 | |||||
Common share issued for services to the Company | $ 509 | 272,226 | 272,735 | |||
Common share issued for services to the Company (in Shares) | 5,085,000 | |||||
Common shares issued for purchase of subsidiary | $ 1,100 | 548,900 | 550,000 | |||
Common shares issued for purchase of subsidiary (in Shares) | 11,000,000 | |||||
Stock option expense | 411,315 | 411,315 | ||||
Warrant Issuance | 78,072 | 78,072 | ||||
Warrant Issuance | 13,514 | 13,514 | ||||
Debt Forgiveness | 49,686 | 49,686 | ||||
Net loss | (891,872) | (891,872) | ||||
Balance at May. 31, 2022 | $ 70 | $ 38,012 | 2,609,749 | (2,530,147) | 117,684 | |
Balance (in Shares) at May. 31, 2022 | 700,000 | 380,108,169 | ||||
Balance at Feb. 28, 2022 | $ 70 | $ 37,075 | 1,485,364 | (250,000) | (1,638,275) | (365,766) |
Balance (in Shares) at Feb. 28, 2022 | 700,000 | 370,747,042 | ||||
Net loss | (2,319,485) | |||||
Balance at Nov. 30, 2022 | $ 70 | $ 39,001 | 3,319,048 | (3,957,760) | (599,641) | |
Balance (in Shares) at Nov. 30, 2022 | 700,000 | 389,995,988 | ||||
Balance at May. 31, 2022 | $ 70 | $ 38,012 | 2,609,749 | (2,530,147) | 117,684 | |
Balance (in Shares) at May. 31, 2022 | 700,000 | 380,108,169 | ||||
Common shares issued for cash received | $ 3 | 3,747 | 3,750 | |||
Common shares issued for cash received (in Shares) | 30,282 | |||||
Common share issued for services to the Company | $ 506 | 250,192 | 250,698 | |||
Common share issued for services to the Company (in Shares) | 5,060,000 | |||||
Stock option expense | 274,025 | 274,025 | ||||
Warrant Issuance | 17,188 | 17,188 | ||||
Forfeiture of stock compensation | (223,060) | (223,060) | ||||
Net loss | (767,677) | (767,677) | ||||
Balance at Aug. 31, 2022 | $ 70 | $ 38,521 | 2,931,841 | (3,297,824) | (327,392) | |
Balance (in Shares) at Aug. 31, 2022 | 700,000 | 385,198,451 | ||||
Common share issued for services to the Company | $ 135 | 31,815 | 31,950 | |||
Common share issued for services to the Company (in Shares) | 1,350,000 | |||||
Stock option expense | 274,025 | 274,025 | ||||
Common shares issued for notes payable extension | $ 269 | 63,943 | 64,211 | |||
Common shares issued for notes payable extension (in Shares) | 2,686,667 | |||||
Common shares issued for Debt settlement | $ 76 | 17,424 | 17,500 | |||
Common shares issued for Debt settlement (in Shares) | 760,870 | |||||
Net loss | (659,936) | (659,936) | ||||
Balance at Nov. 30, 2022 | $ 70 | $ 39,001 | $ 3,319,048 | $ (3,957,760) | $ (599,641) | |
Balance (in Shares) at Nov. 30, 2022 | 700,000 | 389,995,988 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (2,319,485) | $ (1,152,153) |
Adjustments to reconcile Net Loss to net cash provided by (used in) operating activities: | ||
Share based expenses | 1,332,475 | 875,189 |
Amortized debt discount and debt issuance costs | 86,810 | |
Depreciation | 582 | |
Changes in current assets and liabilities: | ||
Accounts receivable | (1,495) | |
Related party receivable | (108,301) | |
Prepaid expenses and other assets | (23,588) | |
Inventory | 11,440 | |
Accounts payable | (63,866) | 113,267 |
Accrued Interest | 41,643 | |
Deferred compensation | 284,499 | |
Other liabilities | (1,675) | |
Related party notes payable | 156,756 | |
Net cash provided by (used in) Operating Activities | (760,961) | (6,941) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Fixed Assets | (2,323) | |
Net cash used in Investing Activities | (2,323) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of debt issuance costs | (56,640) | |
Proceeds from Convertible loan, net of original issue discount | 558,000 | |
Proceed from related party note payable | 202,000 | |
Proceeds from Common Stock Issuance | 3,750 | |
Expenses contributed to capital | 49,686 | 6,941 |
Net cash provided by Financing Activities | 756,796 | 6,941 |
Net Change in Cash | (6,488) | |
Cash at beginning of period: | 9,642 | |
Cash at end of period: | 3,154 | |
NON-CASH FINANCING TRANSACTIONS: | ||
Discount on notes payable for warrants | 30,702 | |
Warrants issued and extended for common stock issuance costs | $ 78,072 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Nov. 30, 2022 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Better For You Wellness, Inc. (we, us, our, the “Company” or the “Registrant”) was originally incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020. On April 26, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were Sauer Energy, Inc. (“SENY” or “Predecessor”), Fast Track Solutions, Inc. (“Successor”), and Fast Track Merger Sub, Inc. (“Merger Sub”). Our former director, Jeffrey DeNunzio, was the sole director/officer of each constituent corporation in the Reorganization. Fast Track Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Fast Track Solutions, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Fast Track Solutions, Inc. became a wholly owned direct subsidiary of Sauer Energy, Inc. and Merger Sub became a wholly owned and direct subsidiary of Fast Track Solutions, Inc. Pursuant to the above, on April 26, 2021, Sauer Energy, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on May 5, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Fast Track Solutions, Inc.’s (“Successors”) common stock. Fast Track Solutions, Inc., as successor issuer to Sauer Energy, Inc., continued to trade in the OTC MarketPlace under the previous ticker symbol “SENY” until the new ticker symbol “FTRK” for the Company was released into the OTC MarketPlace on May 6, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 31188W108. The Company believes that the Reorganization, deemed effective on May 5, 2021, was not a transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve an “offer”, “offer to sell”, “offer for sale” or “sale” within the meaning of Section 2(3) of the Securities Act of 1933. The Reorganization was consummated without the vote or consent of the Company’s stockholders. In addition, the provisions of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”; or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.” On May 5, 2021, after the completion of the Holding Company Reorganization, we canceled all of the stock we held in Sauer Energy, Inc., resulting in Sauer Energy, Inc. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with Sauer Energy, Inc. after the Reorganization. Jeffrey DeNunzio, the Director of Sauer Energy, Inc., did not discover any assets of Sauer Energy, Inc. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of Sauer Energy, Inc. as a stand-alone company. Given that the former business plan and objectives of Sauer Energy, Inc. and the business plan and objectives of Fast Track Solutions, Inc. substantially differed from one another, we conducted the corporate separation with Sauer Energy, Inc. immediately after the effective time of the Reorganization in order to avoid any shareholder confusion. The former business plan of Sauer Energy, Inc. (the development and marketing of wind powered electric generators) under the leadership of its former directors, did not, in any way, represent the blank check business plan of Fast Track Solutions, Inc. at that time, and thus it is the belief of the Company that the corporate separation ameliorated shareholder confusion about our identity and/or corporate objectives. It is our belief that Sauer Energy was a shell company at the time of the Reorganization. The corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the discretion of our sole director, to be for the benefit of the corporation and its shareholders. Former shareholders of Sauer Energy, Inc. were then the shareholders of Fast Track Solutions, Inc. and had the opportunity to benefit from a business combination with another company. The Company intended to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business at that time. After the reorganization and through July 18, 2021, CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, was our controlling shareholder, owning 700,000 shares of Series A Preferred Stock and 250,000,000 shares of Restricted Common Stock. On July 19, 2021, Better For You Wellness, Inc., FKA “Fast Track Solutions, Inc.”, a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Green Ohio Ventures, LLC, an Ohio Limited Liability Company (“GOHV”), Ian James, and Stephen Letourneau, pursuant to which, on July 30, 2021 (“Closing Date”), CRS sold 700,000 shares of the Company’s Series A Preferred Stock and 250,000,000 shares of Common Stock, representing approximately 89.62% voting control of the Company; 350,000 shares of Series A Preferred Stock were transferred to Ian James, 350,000 shares of Series A Preferred Stock were transferred to Stephen Letourneau, and 250,000,000 shares of Common Stock were transferred to GOHV. The aforementioned purchasers, collectively, paid consideration of three hundred thirty-five thousand dollars ($335,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with GOHV, Ian James, and Stephen Letourneau, becoming the Company’s largest controlling stockholders having approximately 89.62% combined voting control over the Company. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2022 | |
Organization and Description of Business [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of February 28, 2022 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed Consolidated Financial Statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022 filed with the SEC. Significant Accounting Policies and Use of Estimates: There were no material changes in the Company’s significant accounting policies for the three and nine months ended November 30, 2022 as compared to the year ended February 28, 2022. See Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2022, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates the valuation allowance associated with the Company’s deferred tax assets. Revenue Recognition The Company has prepared its unaudited condensed consolidated financial statements in accordance with GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for products is recognized when the products are delivered to the customer, and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of November 30, 2022, the Company had no deferred revenues. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make 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, 2022 was $3,154 and $9,642 for February 28, 2022. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years). 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, 2022 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, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. 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.” Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of November 30, 2022 and February 28, 2022. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 will become effective for us in the first quarter of 2023. We are evaluating the impact that the adoption of this update will have on our financial statements; however, it is not expected to be material. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Going Concern
Going Concern | 9 Months Ended |
Nov. 30, 2022 | |
Going Concern [Abstract] | |
Going Concern | Note 3 - Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established 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. |
Business Combinations
Business Combinations | 9 Months Ended |
Nov. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4 - Business Combinations On April 29, 2022, we entered into an asset purchase agreement to acquire substantially all of the assets of Mango Moi. The acquisition was accounted for in accordance with GAAP and was made to expand our market share in the personal care category and due to synergies of product lines and services between the Companies. The acquisition closed May 26, 2022. The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities at the date of acquisitions as follows: Assets acquired: Cash $ 913 Inventory 12,995 Total Assets Acquired 13,908 Liabilities assumed: Clearbanc Debit Card 2,365 Notes Payable - PayPal Capital 2454 Notes Payable Shopify Capital 537 Sales Tax Payable 138 Total Liabilities Assumed 5,494 Total identifiable net assets 8,414 Purchase price 592,000 Goodwill - Excess of purchase price over fair value of net assets acquired on acquisition date $ 583,586 The purchase price of $592,000 was paid in stock and discharge of liability in cash as a combination. Goodwill in the amount of $583,586 was recognized in the acquisition of Mango Moi LLC and is attributable to the cash flows of the business derived from our potential to outperform the market due to its existing relationship and other synergies created within the Company. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed and may have an impact on the Company’s results of operations and financial position. The following unaudited pro forma information presents a summary of the condensed consolidated results of operations for the Company as if the acquisition of Mango Moi had occurred on March 1, 2021. For the Three months ended (unaudited) (unaudited) November 30, 2022 November 30, 2021 Total revenues $ 6,986 $ 17,022 Net (loss) income $ (659,935 ) $ (1,087,775 ) Loss per share $ - $ - For the Nine months ended (unaudited) (unaudited) November 30, 2022 November 30, 2021 Total revenues $ 15,676 $ 52,496 Net (loss) income $ (2,319,485 ) $ (1,200,616 ) Loss per share $ - $ - The unaudited pro forma consolidated results are based on our historical financial statements and those of Mango Moi and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of March 1, 2021. The following tables present the amounts of revenue and earnings of Mango Moi since the acquisition date included in the condensed consolidated income statement for the reporting period. For the For the 2022 2022 Mango Moi: Total revenues $ 1,163 $ (51 ) Net income $ (657 ) $ (9,757 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | Note 5 - 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, 2022, the Company has incurred a net loss of approximately $4,105,379 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $862,130 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, 2022, we have completed only two taxable fiscal years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - 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. On October 12, 2022, the Company renewed its Agreement with SRAX to retain access to the platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers’ behaviors and trends for issuers of publicly traded companies”. In exchange for twelve months of access to the Sequire Platform, issued 1,250,000 restricted Common Shares in lieu of the fee of $30,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal. |
Shareholder Equity
Shareholder Equity | 9 Months Ended |
Nov. 30, 2022 | |
Shareholder Equity [Abstract] | |
Shareholder Equity | Note 7 - 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, 2022 and February 28, 2022, respectively. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 389,995,988 and 370,747,042 shares of common stock issued and outstanding as of November 30, 2022 and February 28, 2022, respectively. At the time of reorganization, former shareholders of Sauer Energy, Inc. became shareholders of Fast Track Solutions, Inc., representing 359,996,332 of the common shares outstanding. On July 19, 2021, 250,000,000 shares of restricted Common Stock were purchased by Ohio Green Ventures, LLC from CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody (See Note 1). On August 24, 2021, Green Ohio Ventures, LLC transferred 17,963,817 shares of restricted Common Stock of Better for You Wellness, Inc. to MRKTS Group Inc. for consulting services provided. From August 24, 2021 to August 25, 2021, Green Ohio Ventures, LLC distributed, at no cost and in various quantities, a total of 24,137,499 shares of restricted Common Stock of Better for You Wellness, Inc. to 18 of its 20 members. No shares were distributed from GOHV to Ian James and Stephen Letourneau (See Note 1). On August 24, 2021, 50,000 shares of Restricted Common Stock were issued to CRS as compensation for consulting services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $7,000. On October 11, 2021, 2,602,740 shares of Restricted Common Stock were issued to SRAX, Inc as compensation for marketing services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $468,493. On October 11, 2021, 250,000 shares of Restricted Common Stock were issued to CRS as compensation for consulting services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $45,000. On November 17, 2021, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $18,750. On January 3, 2022, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled $15,000. On January 13, 2022, 549,097 shares of Restricted Common Stock were sold to five shareholders for proceeds totaling $68,000. On April 12, 2022, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date of $0.0535, as listed on the OTC Markets, which totaled approximately $6,687. On April 12, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., in which Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the "Note"). The closing of the Purchase Agreements occurred on April 12, 2022. The Note bears an original issue discount of $31,000, and interest of 12% per year and mature on April 12, 2023 (the "Maturity Date"). The Note is convertible into shares of the Company's common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment Mast Hill shall have the right to convert their Note into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the Purchase Agreements. Pursuant to the Purchase Agreements, the Company issued to Mast Hill 4,960,000 commitment shares of the Company's common stock (the "Commitment Shares") as a condition to closing. On May 26, 2022, 11,000,000 share of Restricted Common Stock were issued to the two Sellers of Mango Moi, LLC. The shares were valued at the closing share price on the day prior to close was $0.05, as listed on the OTC Markets, which totaled approximately $550,000. On July 12, 2022, 100,000 shares of Restricted Common Stock were issued to four Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price of on that date of $0.0399, as listed on the OTC Markets, which totaled $3,990. On July 27, 2022 the Company filed its Pre-14-C notice and accompanying Information Statement and furnished this information to the holders of shares of common stock, par value $0.0001 per share, of Better For You Wellness, Inc., a Nevada corporation (the “Company”), pursuant to Section 78.320 of the Nevada General Corporation Law, Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the following actions taken by the Company’s Board of Directors (the “Board”) and by written consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company, to amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase” or “Corporate Action”). During the period ended August 31, 2022, a total of 30,282 shares of Restricted Common Stock were sold to two shareholders for proceeds totaling approximately $3,750. On October 12, 2022, the Board of Directors authorized the issuance of 2,686,667 Common Shares to Mast Hill for consideration of $64,211 for the extension of the April 12, 2022 Registration Rights Agreement. On October 12, 2022, the Board of Directors authorized the issuance of 760,780 Common Shares to Joseph Gushy to whom the Company had a $35,000 debt in relation to the Mango Moi acquisition. The Issuance of Common Shares retired half of the Debt (i.e., $17,500). The Company shall pay Holder the balance of $17,500 in the First Quarter of 2023. On October 12, 2022, the Board of Directors authorized the issuance of 1,250,000 to SRAX pursuant to its Platform Account Contract with an Effective Date of October 12, 2022 for consideration of $30,000.00 for access to the Platform for a 12-month period from the Effective Date. Shares Cancelable No shares were cancelled during this period. Stock Options During the nine months ended November 30, 2022, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 10,500,000 fully vested on November 30, 2022. The remaining 7,000,000 shares vest over the next 2 years. During the nine months ended November 30, 2022, 2,500,000 shares were forfeited. The outstanding options have an exercise price of $.25 per share. These options expire 5 years after issue. The aggregate intrinsic value of these outstanding options was zero as of November 30, 2022. The Additional Paid-In Capital During the quarterly period ended November 30, 2022, a total of $3,319,048 This includes Common Shares issued for services for the Company including $31,815 SRAX, $274,025 of share option vestment/expense for the Board of Directors, $63,943 for Mast Hill notes payable extension, $17,424 in Common shares issued for Debt settlement for purchase of Subsidiary/No subsidiary acquired this quarterly filing. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Nov. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 8 - Related-Party Transactions Loan to Company During the period ended November 30, 2022, Mr. James loaned the Company $39,500 last quarter. Our Audit Chairman, David Deming loaned the Company $145,000 in the three months ending November 30, 2022, and Mr. Deming plans to convert his loan into equity. The Company has recognized $284,499 in deferred compensation related to the Employment Agreements for Ian James, Stephen Letourneau and Jacob Ellman. These are non-interest bearing and unsecured and payable on demand. Both James and Letourneau will seek to convert at least 66% of their deferred compensation into restricted Common Shares at a $0.037 per share price to be consistent with the Mast Hill per share pricing. In addition, the Company acquired $35,000 of a loan to Mango Moi, LLC when it became a wholly-owned subsidiary of the Company. This loan was made to Mango Moi, LLC by a relative of Amanda Cayemitte (i.e., Mr. Gushy Joseph), one of the sellers of the subsidiary. On October 12, 2022, the Board of Directors authorized the issuance of 760,870 Common Shares $0.023 per share to retire $17,500 of the $35,000 Loan. The balance of $17,500 was agreed to be paid in the first quarter of the 2023 calendar year. |
Goodwill
Goodwill | 9 Months Ended |
Nov. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 9 - Goodwill While changes in circumstances requiring an interim goodwill impairment test have not been identified for the three and nine months ended November 30, 2022. The Company will continue to monitor circumstances, such as disposition activity, stock price declines or changes in forecasted cash flows in future periods. If the fair value of the Company’s reporting unit declines below the carrying value in the future, goodwill impairment charges may be incurred. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events On November 30, 2022, Mango Moi founder, Amanda Cayemitte voluntarily agreed to be furloughed as a cost savings measure while the Company focused on the reformulation and re-packaging of the Mango Moi product lines. On December 8, 2022, the Company issued 13,918,999 Common Shares to SRAX pursuant to section 4(d) Share Adjustment of the Platform Account Contract, which was executed September 17, 2021. Pursuant to their Employment Agreements, Ian James, Stephen Letourneau and Jacob Ellman have deferred compensation. Accordingly, the following represents each individual’s deferred compensation since March 1, 2022: Ian James has deferred $141,197, Stephen Letourneau has deferred $106,810, and Jacob Ellman has deferred $36,492. Both Mr. James and Mr. Letourneau have stipulated that they will seek to convert at least 66% of their deferred compensation into restricted Common Shares at a $0.037 per share price to be consistent with the Mast Hill per share pricing. On January 9, 2023, Anthony L.G., PLLC replaced Carter Ledyard Milburn LLP as the Company’s legal counsel going forward, to be consulted on a case-by-case basis. Any future legal fees that may be incurred are to be billed hourly and may not be static. We believe legal counsel is important to the company’s growth going forward. The Company seeks to retire the debt owed to Carter Ledyard Milburn by August 31, 2023. On January 31, 2023, the Company appointed Dr. Pratibha Chaurasia, CPA, CA, Ph.D. as Fractional Chief Financial Officer (“CFO”). Pratibha offers over 24 years of diverse professional experience in financial reporting and auditing under GAAP and IFRS, with expertise in PCAOB audits and more. Chaurasia is the founder of Aprari Solutions and was formerly a Professor of International Finance and Management at the Daly College Business School and a Manager of Operations at Max Life Insurance Company Limited, formerly known as Max New York Life Insurance Company Limited. On January 31, 2023, the Company entered into an agreement with Aprari Solutions for accounting and audit-related services (the “Engagement Letter”). Established in 2018, Aprari Solutions is a leading audit and accounting firm in India with a team consisting of qualified CPAs, Chartered Accountants, CFAs, Ph.D. and MBAs from top institutions, and experienced professionals well-trained in US GAAP and PCAOB audit standards and procedures. Aprari Solutions will be paid $25,000 over 12 months for accounting services, and for fractional CFO services, $30,000 in cash and $10,000 in stock over 12 months. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Nov. 30, 2022 | |
Organization and Description of Business [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of February 28, 2022 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed Consolidated Financial Statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022 filed with the SEC. |
Significant Accounting Policies and Use of Estimates | Significant Accounting Policies and Use of Estimates: There were no material changes in the Company’s significant accounting policies for the three and nine months ended November 30, 2022 as compared to the year ended February 28, 2022. See Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2022, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates the valuation allowance associated with the Company’s deferred tax assets. |
Revenue Recognition | Revenue Recognition The Company has prepared its unaudited condensed consolidated financial statements in accordance with GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for products is recognized when the products are delivered to the customer, and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of November 30, 2022, the Company had no deferred revenues. |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make 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, 2022 was $3,154 and $9,642 for February 28, 2022. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years). |
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, 2022 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, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. 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.” Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of November 30, 2022 and February 28, 2022. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 will become effective for us in the first quarter of 2023. We are evaluating the impact that the adoption of this update will have on our financial statements; however, it is not expected to be material. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of fair value of such assets and liabilities | Assets acquired: Cash $ 913 Inventory 12,995 Total Assets Acquired 13,908 Liabilities assumed: Clearbanc Debit Card 2,365 Notes Payable - PayPal Capital 2454 Notes Payable Shopify Capital 537 Sales Tax Payable 138 Total Liabilities Assumed 5,494 Total identifiable net assets 8,414 Purchase price 592,000 Goodwill - Excess of purchase price over fair value of net assets acquired on acquisition date $ 583,586 |
Schedule of condensed consolidated results of operations | For the Three months ended (unaudited) (unaudited) November 30, 2022 November 30, 2021 Total revenues $ 6,986 $ 17,022 Net (loss) income $ (659,935 ) $ (1,087,775 ) Loss per share $ - $ - For the Nine months ended (unaudited) (unaudited) November 30, 2022 November 30, 2021 Total revenues $ 15,676 $ 52,496 Net (loss) income $ (2,319,485 ) $ (1,200,616 ) Loss per share $ - $ - |
amounts of revenue and earnings of Mango Moi | For the For the 2022 2022 Mango Moi: Total revenues $ 1,163 $ (51 ) Net income $ (657 ) $ (9,757 ) |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | 1 Months Ended | ||||||
Sep. 01, 2021 | Aug. 25, 2021 | Aug. 24, 2021 | Jul. 30, 2021 | Jul. 18, 2021 | Nov. 30, 2022 | Oct. 12, 2022 | |
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 2,686,667 | ||||||
Transfer of shares | 1,250,000 | ||||||
Director agreement, description | 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. | ||||||
Fast Track Solutions, Inc. [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 1,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of restricted common stock | 250,000,000 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Owning, percentage | 5% | ||||||
Purchase Price [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Voting, percentage | 89.62% | ||||||
Paid consideration (in Dollars) | $ 335,000 | ||||||
Predecessor [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 1,000 | ||||||
CRS Consulting, LLC [Member] | Common Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of common stock | 250,000,000 | ||||||
CRS Consulting, LLC [Member] | Series A Preferred Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shareholder owning preferred stock | 700,000 | ||||||
Sale of shares | 700,000 | ||||||
CRS Consulting, LLC [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Voting, percentage | 89.62% | ||||||
Ian James [Member] | Series A Preferred Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Transfer of shares | 350,000 | ||||||
Stephen Letourneau [Member] | Series A Preferred Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Transfer of shares | 350,000 | ||||||
Green Ohio Ventures, LLC [Member] | Series A Preferred Stock [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% | ||||||
Better for You Wellness, Inc. [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Shares of restricted common stock | 24,137,499 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 |
Organization and Description of Business [Abstract] | ||
Cash and cash equivalents | $ 3,154 | $ 9,642 |
Business Combinations (Details)
Business Combinations (Details) | 9 Months Ended |
Nov. 30, 2022 USD ($) | |
Business Combinations [Abstract] | |
Purchase price of stock | $ 592,000 |
Goodwill | $ 583,586 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value of such assets and liabilities | Dec. 31, 2022 USD ($) |
Schedule Of Fair Value Of Such Assets And Liabilities [Abstract] | |
Cash | $ 913 |
Inventory | 12,995 |
Total Assets Acquired | 13,908 |
Clearbanc Debit Card | 2,365 |
Notes Payable - PayPal Capital | 2,454 |
Notes Payable Shopify Capital | 537 |
Sales Tax Payable | 138 |
Total Liabilities Assumed | 5,494 |
Total identifiable net assets | 8,414 |
Purchase price | 592,000 |
Goodwill - Excess of purchase price over fair value of net assets acquired on acquisition date | $ 583,586 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of condensed consolidated results of operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Schedule Of Condensed Consolidated Results Of Operations [Abstract] | ||||
Total revenues | $ 6,986 | $ 17,022 | $ 15,676 | $ 52,496 |
Net (loss) income | $ (659,935) | $ (1,087,775) | $ (2,319,485) | $ (1,200,616) |
Loss per share (in Dollars per share) |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of revenue and earnings of Mango Moi - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2022 | Nov. 30, 2022 | |
Mango Moi: | ||
Total revenues | $ 1,163 | $ (51) |
Net income | $ (657) | $ (9,757) |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Nov. 30, 2022 USD ($) | |
Income Taxes [Abstract] | |
Net operating loss | $ 4,105,379 |
Deferred tax asset | $ 862,130 |
Effective statutory rate | 21% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | |
Oct. 12, 2022 | Sep. 17, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Option to sell investment | $ 30,500,000 | |
Execution term | 36 months | |
Future securities agreements | $ 15,000 | |
Immediately purchase | $ 250,000 | |
Restricted common stock percentage | 15% | |
Outstanding shares common stock percentage | 4.99% | |
Exchange period | 12 months | 12 months |
Additional fees | $ 30,000 | $ 20,000 |
Restricted common shares (in Shares) | 1,250,000 |
Shareholder Equity (Details)
Shareholder Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Oct. 12, 2022 | Jul. 12, 2022 | Apr. 12, 2022 | Jan. 13, 2022 | Jan. 03, 2022 | Oct. 11, 2021 | Aug. 25, 2021 | Aug. 31, 2022 | Jul. 27, 2022 | May 26, 2022 | Feb. 27, 2022 | Nov. 17, 2021 | Sep. 30, 2021 | Aug. 24, 2021 | Jul. 19, 2021 | Nov. 30, 2022 | Aug. 31, 2022 | May 31, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | |
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Description of preferred stock shares issued and outstanding | There were 700,000 and 0 shares issued and outstanding as of November 30, 2022 and February 28, 2022, respectively. | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock, shares issued | 389,995,988 | 389,995,988 | 370,747,042 | ||||||||||||||||||||
Common stock, shares outstanding | 389,995,988 | 389,995,988 | 370,747,042 | ||||||||||||||||||||
Closing share price (in Dollars) | $ 6,687 | ||||||||||||||||||||||
Restricted common stock (in Dollars) | $ 3,750 | ||||||||||||||||||||||
Purchase agreement description | On April 12, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., in which Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the "Note"). The closing of the Purchase Agreements occurred on April 12, 2022. The Note bears an original issue discount of $31,000, and interest of 12% per year and mature on April 12, 2023 (the "Maturity Date"). The Note is convertible into shares of the Company's common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. | ||||||||||||||||||||||
Commitment shares | 4,960,000 | ||||||||||||||||||||||
Share cancellation and forfeiture agreement description | On July 27, 2022 the Company filed its Pre-14-C notice and accompanying Information Statement and furnished this information to the holders of shares of common stock, par value $0.0001 per share, of Better For You Wellness, Inc., a Nevada corporation (the “Company”), pursuant to Section 78.320 of the Nevada General Corporation Law, Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the following actions taken by the Company’s Board of Directors (the “Board”) and by written consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company, to amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase” or “Corporate Action”). | ||||||||||||||||||||||
Issued and outstanding capital | 78.32 | ||||||||||||||||||||||
Issuance of common stock | 2,686,667 | ||||||||||||||||||||||
Extension value (in Dollars) | $ 64,211 | ||||||||||||||||||||||
Authorized issuance of common shares | 760,780 | ||||||||||||||||||||||
Issuance of common shares | 17,500 | ||||||||||||||||||||||
Holder balance, amount (in Dollars) | $ 17,500 | ||||||||||||||||||||||
Issuance of common stock shares | 1,250,000 | ||||||||||||||||||||||
Consideration amount (in Dollars) | $ 30,000 | ||||||||||||||||||||||
Related party fund (in Dollars) | 20,000,000 | ||||||||||||||||||||||
Number of vested shares | 10,500,000 | ||||||||||||||||||||||
Stock option, description | 7,000,000 shares vest over the next 2 years. | ||||||||||||||||||||||
Forfeited shares | 2,500,000 | ||||||||||||||||||||||
Exercise price per shares (in Dollars per share) | $ 25 | ||||||||||||||||||||||
Stock options fair value the grant date (in Dollars per share) | |||||||||||||||||||||||
Interest rate | 98% | ||||||||||||||||||||||
Total stock option expense (in Dollars) | $ 274,025 | ||||||||||||||||||||||
Unamortized stock option expense (in Dollars) | $ 1,853,540 | 1,853,540 | |||||||||||||||||||||
additional paid-in capital (in Dollars) | |||||||||||||||||||||||
Option vestment/expense (in Dollars) | |||||||||||||||||||||||
Common shares issued for debt, amount (in Dollars) | $ 17,424 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
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 | 389,995,988 | 389,995,988 | 370,747,042 | ||||||||||||||||||||
Common stock, shares outstanding | 389,995,988 | 389,995,988 | 370,747,042 | ||||||||||||||||||||
Common shares issued for services | 1,350,000 | 5,060,000 | 5,085,000 | 2,977,740 | 50,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Stock option expire term | 5 years | ||||||||||||||||||||||
Stock option outstanding intrinsic value (in Dollars) | $ 0 | $ 0 | |||||||||||||||||||||
Stock options fair value the grant date (in Dollars per share) | $ 15 | ||||||||||||||||||||||
Stock price (in Dollars per share) | $ 151.08 | $ 151.08 | |||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||||
Black-Scholes option [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Stock options fair value the grant date (in Dollars per share) | $ 2,787,028 | ||||||||||||||||||||||
Mango Moi, LLC [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Closing share price (in Dollars) | $ 0.05 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Restricted common stock | 100,000 | 125,000 | 125,000 | 125,000 | |||||||||||||||||||
Closing share price (in Dollars) | $ 3,990 | $ 0.0535 | $ 15,000 | $ 18,750 | |||||||||||||||||||
Closing share price per share (in Dollars per share) | $ 0.0399 | ||||||||||||||||||||||
Loan amount (in Dollars) | $ 35,000 | ||||||||||||||||||||||
SRAX, Inc [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Common shares issued for services | 31,815 | ||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Common shares issued for services | 274,025 | ||||||||||||||||||||||
Option vestment/expense (in Dollars) | $ 63,943 | ||||||||||||||||||||||
Sauer Energy, Inc. [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Common shares, outstanding | 359,996,332 | 359,996,332 | |||||||||||||||||||||
Green Ohio Ventures, LLC [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Restricted common stock | 24,137,499 | 17,963,817 | 250,000,000 | ||||||||||||||||||||
CRS Consulting, LLC [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Restricted common stock | 250,000 | 50,000 | |||||||||||||||||||||
Closing share price (in Dollars) | $ 45,000 | $ 7,000 | |||||||||||||||||||||
SRAX, Inc [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Restricted common stock | 2,602,740 | ||||||||||||||||||||||
Closing share price (in Dollars) | $ 468,493 | ||||||||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Restricted common stock | 549,097 | 30,282 | |||||||||||||||||||||
Restricted common stock (in Dollars) | $ 68,000 | ||||||||||||||||||||||
Mango Moi, LLC [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Restricted common stock | 11,000,000 | ||||||||||||||||||||||
Closing share price (in Dollars) | $ 550,000 | ||||||||||||||||||||||
Nevada corporation [Member] | |||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 12, 2022 | Nov. 30, 2022 | Nov. 30, 2022 | |
Related-Party Transactions (Details) [Line Items] | |||
Loan received | $ 145,000 | $ 39,500 | |
Deferred compensation | $ 284,499 | $ 284,499 | |
Deferred compensation percentage | 66% | ||
Price per share (in Dollars per share) | $ 0.037 | $ 0.037 | |
Stock authorized to issue (in Shares) | 760,870 | ||
Common stocke per share (in Dollars per share) | $ 0.023 | ||
Retire loan amount | $ 17,500 | ||
Loan Amount | 35,000 | ||
Sale of subsidary | $ 17,500 | ||
Mango Moi, LL [Member] | |||
Related-Party Transactions (Details) [Line Items] | |||
Loan received | $ 35,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | ||
Nov. 30, 2022 | Dec. 08, 2022 | Feb. 28, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Common stock, shares issued (in Shares) | 389,995,988 | 370,747,042 | |
Deferred compensation percentage | 66% | ||
Restricted common shares, price per share (in Dollars per share) | $ 0.037 | ||
Purchase agreement description | Aprari Solutions will be paid $25,000 over 12 months for accounting services, and for fractional CFO services, $30,000 in cash and $10,000 in stock over 12 months. | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock, shares issued (in Shares) | 13,918,999 | ||
Ian James [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Deferred amount | $ 141,197 | ||
Stephen Letourneau [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Deferred amount | 106,810 | ||
Jacob Ellman [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Deferred amount | $ 36,492 |