Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Aug. 31, 2022 | Mar. 17, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BETTER FOR YOU WELLNESS, INC. | |
Trading Symbol | None | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --02-28 | |
Entity Common Stock, Shares Outstanding | 404,014,987 | |
Amendment Flag | true | |
Amendment Description | Better For You Wellness, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2022 (the “Original Form 10-Q”).Background of RestatementThis Amendment No. 1 is being filed for the sole purpose of restating certain of the financial statements included in the Original Form 10-Q (the “Restatement”) due to the Company discovering that it made the following errors in the Original Form 10-Q: (i) not translating correctly the foreign currency balance for a mark-to-market contract; and (ii) not including certain debt issuance costs in the computation of the effective interest rate for a loan note. In the Original Form 10-Q filed October 21, 2022, the negative net loss was reported as $787,106 for the three months ended May 31, 2022, and $1,582,699 for the six months ended August 31, 2022. The Amended and Restated negative net loss is reported as $767,677 a difference of $19,429 in lower net loss for the three month period ended May 31, 2022, and $76,850 greater net loss for the six month period ended August 31, 2022.On March 3, 2023, the Company filed a Current Report on Form 8-K disclosing that the financial statements included in the Original Form 10-Q should not be relied upon. In connection with the Restatement, management had concluded that the Company had a material weakness in its internal control over financial reporting as of May 31, 2022, as the Company’s internal control over financial reporting did not operate effectively, resulting in material errors in the financial statements included in the Original 10-Q. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and material weakness identified, refer to Controls and Procedures in Part I, Item 4.Internal Control ConsiderationsIn connection with the Restatement, management has concluded that the Company had a material weakness in its internal control over financial reporting as of August 31, 2022, as the Company’s review control over the accuracy of its financial statements did not operate effectively, resulting in material errors in the financial statements. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and material weakness identified, refer to Controls and Procedures in Part I, Item 4.Items Amended in this Amendment No. 1This Amendment No. 1 sets forth the Original Form 10-Q, as modified and superseded where necessary to reflect the Restatement and the related disclosure controls and procedures and internal control considerations. Accordingly, the following items included in the Original Form 10-Q have been amended: ●Part I, Item 1, Financial Statements ●Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations ●Part I, Item 4, Controls and Procedures ●Part II, Item 1A, Risk Factors Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment No. 1 currently dated certifications from its Chief Executive Officer, Chief Financial Officer, and President.Except as described above and in Note 9, Restatement, this Amendment No. 1 does not amend, update or change any other disclosures in the Original Form 10-Q. In addition, the information contained in this Amendment No. 1 does not reflect events occurring after the Original Form 10-Q and does not modify or update the disclosures therein, except to reflect the effects of the Restatement. | |
Entity Central Index Key | 0001852707 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Aug. 31, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | false | |
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 | |
Title of 12(b) Security | None | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheet - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 2,130 | $ 9,642 |
Accounts Receivable | 123 | |
Related Party Receivable | 107,068 | |
Inventory | 5,198 | |
Prepaids and other assets | 78,072 | |
Total Current assets | 192,591 | 9,642 |
Equipment, net | 1,935 | |
Goodwill | 583,485 | |
TOTAL ASSETS | 778,011 | 9,642 |
CURRENT LIABILITIES: | ||
Accounts Payable | 257,821 | 375,408 |
Deferred Compensation | 190,320 | |
Clearbanc Debit Card | 1,656 | |
Note Payable- RP | 110,000 | |
Other Current Liabilities | 14 | |
Total Current liabilities | 559,810 | 375,408 |
Long-Term Liabilities | ||
Notes Payable - PayPal Capital | 2,216 | |
Notes Payable Shopify Capital | 201 | |
Convertible notes payable, net accumulated interest | 543,176 | |
TOTAL LIABILITIES | 1,105,403 | 375,408 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock ( $.0001 par value, 200,000,000 shares authorized; 700,000 issued and outstanding as of August 31, 2022 and February 28, 2022) | 70 | 70 |
Common stock ($.0001 par value, 500,000,000 shares authorized, 385,198,451 and 370,747,042 issued and outstanding as of August 31, 2022 and February 28, 2022 respectively) | 38,521 | 37,075 |
Additional Paid in Capital | 2,931,841 | 1,485,364 |
Shares cancelable | (250,000) | |
Accumulated Deficit | (3,297,825) | (1,638,275) |
Total Stockholders’ Equity (Deficit) | (327,392) | (365,766) |
TOTAL LIABILITIES & EQUITY (DEFICIT) | $ 778,011 | $ 9,642 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares | Aug. 31, 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 | 385,198,451 | 370,747,042 |
Common stock, shares outstanding | 385,198,451 | 370,747,042 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Merchandise Sales | 1,716 | $ 2,022 | ||
Cost of Good Sold | 3,489 | 9,558 | ||
Gross Profit | (1,772) | (7,536) | ||
Operating Expenses | ||||
Share based expense | 301,663 | 7,000 | 985,713 | 77,000 |
Selling, General and Administrative | 446,262 | 7,005 | 643,257 | 9,057 |
Total Operating Expenses | 747,925 | 14,005 | 1,628,970 | 86,057 |
Operating Income/(Loss) | (749,697) | (14,005) | (1,636,506) | (86,057) |
Other Income (Expense) | ||||
Interest expense | (17,980) | (23,043) | ||
Other expense | ||||
Total Other Income | (17,980) | (23,043) | ||
Net income/(loss) | $ (767,677) | $ (14,005) | $ (1,659,549) | $ (86,057) |
Basic net loss per common share (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding (in Shares) | 372,031,446 | 360,000,680 | 372,031,446 | 250,434,405 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Income Statement [Abstract] | ||||
Diluted net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated and Condensed Stat
Consolidated and Condensed Statement of Changes in Stockholder (Deficit) (Unaudited) - USD ($) | Par Value Series A Preferred Shares | Common Shares | Additional Paid-in Capital | Shares Cancellable | Accumulated Deficit | Total |
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 | ||||
Expenses paid on behalf of the Company and contributed to capital - (in Shares) | ||||||
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 | ||||
Common shares issued for services to the Company | $ 5 | 6,995 | 7,000 | |||
Common shares 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 | ||||
Expenses paid on behalf of the Company and contributed to capital - (in Shares) | ||||||
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 | ||||
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 cancelled and returned to the Company | $ (705) | (249,295) | 250,000 | |||
Common shares cancelled and returned to the Company (in Shares) | (7,048,873) | |||||
Common shares issued for shares payable | $ 33 | (33) | ||||
Common shares issued for shares payable (in Shares) | 325,000 | |||||
Common shares issued for services to the Company | $ 509 | 272,226 | 272,735 | |||
Common shares 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 | ||||
Warrants Issued | 78,072 | 78,072 | ||||
Warrants Issued | 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 | ||||
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 | ||||
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 services to the Company | $ 506 | 250,192 | 250,698 | |||
Common shares issued for services to the Company (in Shares) | 5,060,000 | |||||
Common shares issued for cash received | $ 3 | 3,747 | 3,750 | |||
Common shares issued for cash received (in Shares) | 30,282 | |||||
Fair value of warrants issued | 17,188 | 17,188 | ||||
Forfeiture of stock compensation | (223,060) | (223,060) | ||||
Stock option expense | 274,025 | 274,025 | ||||
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 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (1,659,549) | $ (86,057) |
Adjustments to reconcile Net Loss to net cash provided by (used in) operating activities: | ||
Share based expenses | 985,713 | 77,000 |
Amortized debt discount and debt issuance costs | 49,475 | |
Depreciation | 388 | |
Changes in current assets and liabilities: | ||
Inventory | 7,899 | |
Accounts Receivable | (123) | |
Related Party Receivable | (107,068) | |
Accounts Payable | (117,587) | 1,750 |
Deferred Compensation | 190,320 | |
Other Liabilities | (7,496) | |
Accrued Interest | 23,043 | |
Net cash provided by (used in) Operating Activities | (634,985) | (7,307) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Fixed Asset | (2,323) | |
Total Cash Flow from 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 | 75,000 | 365 |
Common Share Issuance | 3,750 | |
Expenses contributed to capital | 49,686 | 6,942 |
Net cash provided by financing activities | 629,796 | 7,307 |
Net Change in Cash | (7,512) | |
Cash at beginning of period | 9,642 | |
Cash at end of period | 2,130 | |
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 | 6 Months Ended |
Aug. 31, 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. On August 19, 2021, the Company filed an 8-K with the SEC to disclose an amendment to the Company’s Articles of Incorporation that the Company filed on August 18, 2021, with the Nevada Secretary of State to change its name to Better For You Wellness, Inc. Within the aforementioned 8-K, the Company disclosed that, at the time, it was pending a FINRA corporate action to affect the name change on the OTC to Better For You Wellness, Inc., and also a ticker symbol change. FINRA announced, on their September 29, 2021 daily list, that the market effective date of our name change, and ticker symbol change, will be September 30, 2021. On September 30, 2021, we will begin 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 February 3. 2022, the Company was approved by OTC Markets to up-list its common stock from the OTC Pink Sheets to the OTCQB® Venture Market (the “OTCQB”). The Company began trading of its common shares on the OTCQB as of the market open on February 3, 2022, under its same symbol, “BFYW.” 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, after which the Company would cease to be a “shell” or “blank check” company. 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. On November 15, 2021, the Company’s wholly owned subsidiary, Glow Market, LLC was formed in the State of Ohio. Subsequently, Glow Market, LLC launched its first brand, Better Suds, an online retailer of specialty all-natural, cruelty-free, gluten-free and chemical-free soaps. Better Suds commenced operations in December 2021. On April 29, 2022 the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Amanda Cayemitte and Yapo M’be (referred to together as the “Sellers”) to acquire the right, title and interest in, including all of the outstanding membership interests (referred to together as the “MM Interests”) of Mango Moi, LLC (“Mango Moi”). Mango Moi is a hair and skincare business located in Chicago, Illinois. Pursuant to the MIPA, in exchange for the MM Interests, the Company agreed to pay the Sellers a purchase price consisting of shares of the Company’s common stock, par value $0.0001 per share which consists of 11,000,000 shares of common stock (the “Company Common Stock”), with a fair market value of approximately $550,000, with 5,720,000 shares of Company Common Stock issued to Amanda Cayemitte and 5,280,000 shares of Company Common Stock issued to Yapo M’be (referred to together herein as the “Purchase Price”). Additionally, pursuant to the terms of the MIPA, the Company agreed to enter into an Employment Agreement with Mango Moi founder Amanda Cayemitte (the “Employment Agreement”), and a Consulting Agreement with Yapo M’be (the “Consulting Agreement”), respectively, as disclosed by the Company on its Current Report on Form 8-K filed with the SEC on May 2, 2022. The MIPA closed (the “Closing”) on May 26, 2022, on which date the Company paid the Sellers the Purchase Price by issuing the Company Common Stock to the Sellers and the Sellers transferred the MM Interests to the Company, and on which date Mango Moi became a wholly owned subsidiary of the Company. At the Closing the Company entered into the Employment Agreement with Amanda Cayemitte and the Consulting Agreement with Yapo M’be. The Company intends to optimize Mango Moi’s product formulae and packaging, as well as secure new manufacturing relationships to scale production capacity. Additionally, the Company plans to expand Mango Moi’s product offerings to include additional products and product bundles. Furthermore, the Company intends to grow sales through direct-to-consumer marketing efforts, subscription box sales, and pursuing wholesale sales relationships. The Company’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 | 6 Months Ended |
Aug. 31, 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. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Glow Markets, LLC and Mango Moi, LLC. All significant intercompany accounts and transactions have been eliminated. 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 There were no material changes in the Company’s significant accounting policies for the three and six months ended August 31, 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 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 August 31, 2022 and February 28, 2022 were $2,130 and $9,642 respectively. 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). 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 August 31, 2022 and February 28, 2022, the Company had no deferred revenues. 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 did not have any dilutive instruments for the three and six months ended August 31, 2022, and 2021, respectively. 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 August 31, 2022 and February 28, 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. 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 August 31, 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 | 6 Months Ended |
Aug. 31, 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 enough sources of revenue to cover its operating costs. Management plans to fund operating expenses with related party capital contributions. 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 | 6 Months Ended |
Aug. 31, 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 2,454 Notes Payable Shopify Capital 53 7 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) August 31, August 31, Total revenues $ 1,716 $ 15,991 Net (loss) income $ (767,677 ) $ (31,364 ) Loss per share $ - $ - For the Six months ended (unaudited) (unaudited) August 31, August 31, Total revenues $ 2,022 $ 35,447 Net (loss) income $ (1,659,594 ) $ (112,841 ) 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. (unaudited) (unaudited) For the For the 2022 2021 Mango Moi: Total revenues $ 1,716 $ 8,690 Net income $ (819 ) $ (9,100 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 31, 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 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 April 18, 2022, Better For You Wellness, Inc., a Nevada corporation (the “Company”), entered into a Standby Equity Commitment Agreement, dated April 11, 2022 (the “SECA”) with MacRab LLC, a Florida limited liability company (the “Investor”). The SECA provides the Company with an option to sell up to $5,000,000 worth of the Company’s common stock, par value $0.0001 (the “Common Stock”), to the Investor, in increments, over the period ending twenty-four (24) months after the date the Registration Statement (as defined below) is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA. Additionally, we issued a common stock purchase warrant for the purchase of 1,785,714 shares of our common stock (the “Warrant”) to Investor as a commitment fee in connection with the execution of the SECA. On May 26, 2022 the Company acquired Mango Moi, LLC as a wholly-owned subsidiary (See Note 1). As part of the purchase agreement, the Company entered into an employment agreement and a consulting agreement as follows: Employment Agreement Pursuant to the Employment Agreement, which is to be effective as of 45 days from the signing of the MIPA, the Company agreed to employ Amanda Cayemitte as the Chief Visionary Officer of Mango Moi to provide duties including normalizing the Company’s strategic-planning processes, forging new working relationships and synergies across the organization, and establishing greater transparency and accountability for those people carrying out the Company’s strategy. As compensation under the Employment Agreement, the Company agreed to pay Amanda Cayemitte an annual salary of $65,000 payable semi-monthly on the first day and the fifteenth day of the month and subject to applicable federal, state, and local withholding. The Employment Agreement can be terminated any time by either party by giving 30 days written notice to the other party. If the Employment Agreement is terminated, Amanda Cayemitte will be entitled to receive compensation for: ● one month upon completion of one full calendar year of employment with the Company; ● two months upon completion of two full calendar years of employment with the Company, and ● three months upon competition of two full calendar years of employment with the Company. However, if Amanda Cayemitte breaches any terms of the Employment Agreement, the Company may terminate the Employment Agreement without any notice and with compensation being paid to Amanda Cayemitte only through the date of such termination. Consulting Agreement Pursuant to the Consulting Agreement, the Company engaged Yapo M’be as a consultant to provide manufacturing services for Mango Moi, to begin on May 2, 2022. As compensation under the Consulting Agreement, the Company agreed to pay Yapo M’be at the rate of $30.00 per hour, not to exceed $1,500 per month. The Consulting Agreement can be terminated by either party upon the failure of the other to perform under the Consulting Agreement by giving ten days written notice to the non-performing party. The Consulting Agreement can also be terminated by the Company by giving ten days written notice to Yapo M’be in the event that there is a reduction of the program budget. Ian James Employment Agreement On July 21, 2022 the Company’s Compensation Committee approved a formal Employment Agreement with Ian James, the Company’s Chief Executive Officer and the Company entered into the Agreement with Mr. James as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $199,196 per annum, $16,599.67 per month, less statutory and other required deductions, for all work and services Ian James performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s Base Salary, and the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee. The Employee shall also be eligible to earn an additional payment (BONUS) of $68,328. The parties consider the Bonus Pay as “at-risk” and therefore not guaranteed. Bonus Pay could include a cash bonus, commission, and other at-risk pay categories. BONUS shall be determined at the sole discretion of the Company. The Employee’s Bonus shall be based on Employee’s annual performance reviews and overall company performance, subject to the terms and conditions of applicable incentive plans and policies. Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable. After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31 st Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next. Stephen Letourneau Employment Agreement On July 21, 2022 the Company’s Compensation Committee approved a formal Employment Agreement with Stephen Letourneau, the Company’s Chief Branding Officer and the Company entered into the Agreement with Mr. Letourneau as of July 21, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $152,787 per annum, $12,732.25 per month, less statutory and other required deductions, for all work and services Ian James performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s Base Salary, and the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee. The Employee shall also be eligible to earn an additional payment (Bonus) of $70,632. The parties consider the Bonus Pay as “at-risk” and therefore not guaranteed. Bonus Pay could include a cash bonus, commission, and other at-risk pay categories. Bonus shall be determined at the sole discretion of the Company. The Employee’s Bonus shall be based on Employee’s annual performance reviews and overall company performance, subject to the terms and conditions of applicable incentive plans and policies. Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable. After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31 st Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next. Jacob Ellman Employment Agreement Pursuant to the Company’s Compensation Committee approval of July 21, 2022, The Company entered a formal Employment Agreement with Jacob Ellman, the Company’s Chief Business Development Officer and the Company entered into the Agreement with Mr. Ellman as of October 14, 2022. As compensation under the Employment Agreement, beginning March 1, 2022, Employee will earn a Base Salary in the amount of $128,656 per annum, $10,721.33 per month, less statutory and other required deductions, for all work and services Ian James performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s Base Salary, and the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee. The Employee shall also be eligible to earn an additional payment (Bonus) of $41,140. The parties consider the Bonus Pay as “at-risk” and therefore not guaranteed. Bonus Pay could include a cash bonus, commission, and other at-risk pay categories. Bonus shall be determined at the sole discretion of the Company. The Employee’s Bonus shall be based on Employee’s annual performance reviews and overall company performance, subject to the terms and conditions of applicable incentive plans and policies. Should this Contract be terminated, payments under Section 2 shall cease; provided, however, that Employee shall be entitled to Base Salary and accrued Base Salary for periods or partial periods that occurred before the date of termination and for which the Employee has not yet been paid and for any commission earned per the Company’s customary procedures, if applicable. After completion of 90-days of Employment, Employee shall be entitled to a pro-rated 15 days paid time per year for utilization by Employee for personal business, illness, care of another person, or vacation. Personal Leave shall be calculated from the effective date of this Contract as of the date first above written through December 31 st Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next. |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Aug. 31, 2022 | |
Convertible Note Payable Disclosure [Abstract] | |
Convertible Note Payable | Note 7 - Convertible Note Payable On June 7, 2022, the Company entered into a second Securities Purchase Agreement with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”). The first Security Purchase Agreement with Mast Hill Fund, L.P. was entered On April 12, 2022. Pursuant to the June 7, 2022 Security Purchase Agreement, Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the “Note”). The closing of the Purchase Agreements occurred on June 7, 2022. The Note bears an original issue discount of $31,000, each bear interest of 12% per year and mature on June 7, 2023 (the “Maturity Date”). The Note is convertible into shares of the Company’s common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment Mast Hill shall have the right to convert their Note into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the Purchase Agreements. Pursuant to the Purchase Agreements, the Company issued to Mast Hill 4,960,000 commitment shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing. In connection with the Purchase Agreements, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Mast Hill, pursuant to which the Company is obligated to file a registration statement within 90 days of the date of the Registration Rights Agreement covering the sale of the Commitment Shares and the shares of the Company’s common stock that may be issued to Mast Hill pursuant to the conversion of the Note. JH Darbie & Co., Inc. (“JH Darbie”) and the Company are parties to a Finder’s Fee Agreement, signed March 15, 2020 (“Finder’s Agreement”) pursuant to which JH Darbie would introduce the Issuer to third-party investors. Pursuant to the Finder’s Agreement, in relation to both the April 12, 2022 and the June 7, 2022 Securities Purchase Agreement with Mast Hill Fund, L.P., J.H. Darbie received approximately $22,320 for each Security Purchase Agreement. In addition, JH Darbie is to receive non-callable warrants of equal to 8% warrant coverage of the amount raised. The warrants shall entitle JH Darbie thereof to purchase common stock of the Company at a purchase price equal to 120% of the exercise price of the transaction or the public market closing price of the Issuer’s common stock on the date of the Transaction, whichever is lower (such price, the “Warrant Price”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance, in accordance with the Finder’s Agreement. On July 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 180 calendar days to file the initial Registration Statement and 270 calendar days to have it declared effective. On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037. |
Stock Purchase Warrant Liabilit
Stock Purchase Warrant Liability | 6 Months Ended |
Aug. 31, 2022 | |
Stock Purchase Warrant Liability [Abstract] | |
Stock Purchase Warrant Liability | Note 8 - Stock Purchase Warrant Liability JH Darbie & Co., Inc. (“JH Darbie”) and the Company are parties to a Finder’s Fee Agreement, signed March 15, 2020 (“Finder’s Agreement”) pursuant to which JH Darbie would introduce the Issuer to third-party investors. Pursuant to the Finder’s Agreement, in relation to the April 12, 2022 and the June 7, 2022 Securities Purchase Agreement with Mast Hill Fund, L.P., two equal payments of fees of approximately $22,320 were paid to JH Darbie. In addition, JH Darbie is to receive non-callable warrants of equal to 8% warrant coverage of the amount raised. The warrants shall entitle JH Darbie thereof to purchase common stock of the Company at a purchase price equal to 120% of the exercise price of the transaction or the public market closing price of the Issuer’s common stock on the date of the Transaction, whichever is lower (such price, the “Warrant Price”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance, in accordance with the Finder’s Agreement. |
Shareholder Equity
Shareholder Equity | 6 Months Ended |
Aug. 31, 2022 | |
Shareholder Equity [Abstract] | |
Shareholder Equity | Note 9 - 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 shares issued and outstanding as of August 31, 2022 and February 28, 2022. 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 385,198,451 and 370,747,042 shares of common stock issued and outstanding as of August 31, 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 April12, 2022, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled approximately $15,468. On 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, each bear 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 (See Note 1). The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled approximately $550,000. 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 on that date, 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 $ 3,75.13 On October 12, 2022, the Board of Directors authorized the issuance of 2,686,667 Common Shares to Mast Hill for consideration of the extension of the 4/12/2022 Registration Rights Agreement. Shares Cancellable On July 11, 2022, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement with former Director Dr. Nicola Finley (the “Option Cancellation and Forfeiture Agreement”). Under the Option Cancellation and Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr. Nicola Finley’s option to purchase 4,000,000 common shares of the Company that was granted to the optionee pursuant to the Director Agreement dated as of August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no further rights to exercise the option to purchase 4,000,000 common shares of the Company. The cancellation and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common shares granted by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated as of August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr. Nicola Finley may have been entitled to under the option to purchase 4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley $1.00. Stock Options During the fiscal year ended February 28, 2022, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 8,500,000 fully vested on August 31, 2021. The remaining 11,500,000 shares vest over the next 2 years. During the three months ended August 31, 2023, 2,000,000 shares were forfeited. 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 August 31, 2022, was $0. The Company fair valued the options on the grant dates at $2,127,565 using a Black-Scholes option pricing model with the following assumptions: stock price of $.15 and $.11 per share (based on the quoted trading price on the dates of the grants). The Company is amortizing the expense over the vesting terms of each. The total stock option expense for the period ended August 31, 2022 was approximately $297,414. The total unamortized stock option expense at August 31, 2022 was approximately $1,854,208. Additional Paid-In Capital During the quarterly period ended August 31, 2022, a total of $2,931,841 posted as additional paid-in capital. This includes Common Shares issued for services for the Company including $250,192 for Mast Hill, cash received for shares sold $3,747, $274,025 of share option vestment/expense for the Board of Directors, $17,188 in Warrants issued related to JH Darbie for finder agreement and debt treatment of Mast hill, and negative $223,060 in forfeiture of stock options by former Director Dr. Nicola Finley. Related-Party Transactions Loan to Company During the six-month period ended August 31, 2022, Green Ohio Ventures, LLC, paid expenses on behalf of the Company totaling approximately $82,788 and during the same period, Green Ohio Ventures was reimbursed $176,544, which included the $82,788 expense paid from this period. During the same period of August 31, 2022, Green Ohio Ventures, LLC, loaned the Company $7,000. During the same period, the following Company Officers and Directors made the following financial contributions to the Company: Ian James, the Company’s Chief Executive Officer loaned the Company $18,000 during the period. Additionally, Mr. James paid expenses on behalf of the Company totaling approximately $26,057 and during the same period, Mr. James was reimbursed $19,775, leaving a balance of expense paid from prior reporting periods in the amount of $9,791, which was in addition to the $18,000 loan as referenced above. Stephen Letourneau the Company’s Chief Branding Officer paid expenses on behalf of the Company totaling approximately $48,068, and during the same period, Mr. Letourneau was reimbursed $40,389 leaving a balance of $2,780 to be reimbursed. Director David Deming paid expenses on behalf of the Company totaling approximately $50,000. 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. Additionally, during the six-month period ended August 31, 2022, Company Officers Deferred Compensation totaling $190,320. These payments are considered as loans to the Company, which are noninterest-bearing, unsecured, and payable on demand. |
Impairment Expense
Impairment Expense | 6 Months Ended |
Aug. 31, 2022 | |
Impairment Expense [Abstract] | |
Impairment Expense | Note 10 - Impairment Expense During the period ended August 31, 2022, the Company had no Impairment Expenses. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events On September 20, 2022, the Company entered into a Manufacturing Agreement with Ironwood Clay Company (ICCI) to develop commercially scaled Personal Care Products for Mango Moi and other products in the Company’s portfolio. The Company agreed to pay a non-refundable deposit of $10,000 USD for up to 8 Product Formula. This includes three formulation revisions and samples per Product Formula (each iteration of sampling of up to 500gr./ml.). Additional revisions to the Formula(s) will be charges to the Client at a rate of $500 USD per revision. Once the Company has approved the final Formula(s) and places a Purchase Order exceeding $10,000 USD, the non-refundable deposit will be applied to the total amount of the Purchase Order. Upon ordering at least Twenty-Five Thousand US Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI herein in respect of such Product and Formula shall cease, the Company shall no longer be obligated to purchase Products from ICCI, and the Client shall be free to engage any other manufacturer for such purpose. On September 22, 2022, the Company announced the cancelation of the Letter of Intent (LOI) to acquire Ironwood Clay Company (ICCI) because ICCI was unable to have its Clay Mining Operation adequately meet SEC reporting requirements related to the mining of a natural resource. Additionally, ICCI owners were unwilling to bifurcate the Mining Operation from the Personal Care Manufacturing. On September 22, 2022, the Company announced the Letter of Intent (LOI) to acquire The Ideation Lab and its functional beverage division, The Jordre Well. The Ideation Lab is a brand solutions incubator and accelerator focused on the plant-based wellness and hemp-infused industry. The Ideation Lab has been developing plant-based wellness brands since 2020, including Garrett and Emmett’s Pet Treats, a pet lifestyle brand, E.J. Well Co, a women’s wellness brand, and others. The Jordre Well is a functional beverage company that is 49% owned by Coffee Holding Co., Inc. (NASDAQ: JVA), a leading integrated wholesale coffee roaster and dealer in the United States. Earlier this week, The Jordre Well announced its portfolio of products from Stephen James Curated Coffee Collection (“SJCCC”), the Company’s premium coffee brand, which is now being sold through Amazon.com and is in discussion with major national retailers. The e-commerce giant carries 8 of SJCCC’s premium coffee products and ships to more than 100 countries around the globe. Additionally, the deal contemplates Coffee Holding Company continuing its global purchase of coffee beans, manufacturing, distribution, and licensure of its Cafe Caribe and Harmony Bay to The Jordre Well for Hemp infusion. On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 270 calendar days to file the initial Registration Statement and 360 calendar days to have it declared effective. This extension follows the July 11, 2022 extension in which Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated 4/12/22 to 180 calendar days to file the initial Registration Statement and 270 calendar days to have it declared effective. In consideration of the extension, on October 12, 2022, the Board of Directors authorized the issuance of 2,686,667 Common Shares to Mast Hill for consideration of the extension of the 4/12/2022 Registration Rights Agreement. 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. On October 12, 2022, our Board of Directors approved to renew 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 $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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Aug. 31, 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. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Glow Markets, LLC and Mango Moi, LLC. All significant intercompany accounts and transactions have been eliminated. |
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 There were no material changes in the Company’s significant accounting policies for the three and six months ended August 31, 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 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 August 31, 2022 and February 28, 2022 were $2,130 and $9,642 respectively. |
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). |
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 August 31, 2022 and February 28, 2022, the Company had no deferred revenues. |
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 did not have any dilutive instruments for the three and six months ended August 31, 2022, and 2021, respectively. 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 August 31, 2022 and February 28, 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. |
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 August 31, 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) | 6 Months Ended |
Aug. 31, 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 2,454 Notes Payable Shopify Capital 53 7 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) August 31, August 31, Total revenues $ 1,716 $ 15,991 Net (loss) income $ (767,677 ) $ (31,364 ) Loss per share $ - $ - For the Six months ended (unaudited) (unaudited) August 31, August 31, Total revenues $ 2,022 $ 35,447 Net (loss) income $ (1,659,594 ) $ (112,841 ) Loss per share $ - $ - |
Schedule of segment reporting information by segment | (unaudited) (unaudited) For the For the 2022 2021 Mango Moi: Total revenues $ 1,716 $ 8,690 Net income $ (819 ) $ (9,100 ) |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | 1 Months Ended | |||||||
Aug. 25, 2021 | Aug. 24, 2021 | Jul. 30, 2021 | Jul. 18, 2021 | Oct. 12, 2022 | Aug. 31, 2022 | Apr. 29, 2022 | Feb. 28, 2022 | |
Organization and Description of Business (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Shares of common stock | 500,000,000 | 500,000,000 | ||||||
Fair market value (in Dollars) | $ 550,000 | |||||||
Common stock, shares issued | 385,198,451 | 370,747,042 | ||||||
Common Stock [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.023 | |||||||
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 | |||||||
Mango Moi, LLC [Member] | Common Stock [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Shares of common stock | 11,000,000 | |||||||
Amanda Cayemitte [Member] | Common Stock [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Common stock, shares issued | 5,720,000 | |||||||
Yapo M’be [Member] | Common Stock [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Common stock, shares issued | 5,280,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Organization and Description of Business [Abstract] | ||
Cash and cash equivalents | $ 2,130 | $ 9,642 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 6 Months Ended | |
Apr. 12, 2022 | Aug. 31, 2022 | |
Business Combinations [Abstract] | ||
Purchase price of stock | $ 279,000 | $ 592,000 |
Goodwill | $ 583,586 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value of such assets and liabilities | Aug. 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 unaudited condensed consolidated results of operations - Mango Moi [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Condensed Income Statements, Captions [Line Items] | ||||
Total revenues | $ 1,716 | $ 15,991 | $ 2,022 | $ 35,447 |
Net (loss) income | $ (767,677) | $ (31,364) | $ (1,659,594) | $ (112,841) |
Loss per share (in Dollars per share) |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of unaudited segment reporting information by segment - Mango Moi [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Aug. 31, 2022 | Aug. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 1,716 | $ 8,690 |
Net income | $ (819) | $ (9,100) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 18, 2022 | Sep. 17, 2021 | Aug. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||
Option to sell investment | $ 5,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Purchase price per share equal to percentage | 90% | ||
Common stock purchase warrant for purchase (in Shares) | 1,785,714 | ||
Annual salary of payable | $ 65,000 | ||
Consulting agreement, description | Pursuant to the Consulting Agreement, the Company engaged Yapo M’be as a consultant to provide manufacturing services for Mango Moi, to begin on May 2, 2022. As compensation under the Consulting Agreement, the Company agreed to pay Yapo M’be at the rate of $30.00 per hour, not to exceed $1,500 per month. | ||
Ian James Employment Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Base salary per annum | $ 199,196 | ||
Base salary per month | 16,599.67 | ||
Additional payment | 68,328 | ||
Stephen Letourneau Employment Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Base salary per annum | 152,787 | ||
Base salary per month | 12,732.25 | ||
Additional payment | 70,632 | ||
Jacob Ellman Employment Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Base salary per annum | 128,656 | ||
Base salary per month | 10,721.33 | ||
Additional payment | $ 41,140 | ||
SRAX [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Amount paid | $ 20,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 07, 2022 | Aug. 31, 2022 | |
Convertible Note Payable (Details) [Line Items] | ||
Discount amount | $ 31,000 | |
Interest rate | 12% | |
Maturity date | Jun. 07, 2023 | |
Common stock conversion price per share (in Dollars per share) | $ 0.037 | |
Security purchase agreement | $ 22,320 | |
Warrant coverage rate | 8% | |
Exercise price percentage | 120% | |
After the issuance expire period | 5 years | |
Mast Hill Fund, L.P., [Member] | ||
Convertible Note Payable (Details) [Line Items] | ||
Principal amount | $ 310,000 | |
Purchase price | $ 279,000 | |
Commitment shares (in Shares) | 4,960,000 |
Stock Purchase Warrant Liabil_2
Stock Purchase Warrant Liability (Details) - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Jun. 07, 2022 | |
Stock Purchase Warrant Liability [Abstract] | ||
Purchase agreement fees (in Dollars) | $ 22,320 | |
Non-callable warrants | 8% | |
Purchase common stock percentage | 120% | |
Warrants exercisable date of issuance | 5 years |
Shareholder Equity (Details)
Shareholder Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||
Oct. 12, 2022 | Jul. 12, 2022 | Jul. 11, 2022 | Apr. 12, 2022 | Apr. 12, 2022 | Jan. 13, 2022 | Jan. 03, 2022 | Oct. 11, 2021 | Aug. 31, 2021 | Aug. 25, 2021 | May 26, 2022 | Nov. 17, 2021 | Aug. 24, 2021 | Jul. 19, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Oct. 11, 2022 | Jul. 27, 2022 | Apr. 29, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | Jul. 30, 2021 | |
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 200,000,000 | 200,000,000 | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 700,000 | 700,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 700,000 | 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 (in Shares) | 500,000,000 | 500,000,000 | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Common stock, shares issued (in Shares) | 385,198,451 | 370,747,042 | ||||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 385,198,451 | 370,747,042 | ||||||||||||||||||||||
Restricted common stock | $ 375.13 | |||||||||||||||||||||||
Principal amount | $ 310,000 | $ 310,000 | ||||||||||||||||||||||
Purchase price | 279,000 | 592,000 | ||||||||||||||||||||||
Discount rate | $ 31,000 | $ 49,475 | ||||||||||||||||||||||
Bear interest | 12% | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.037 | $ 0.037 | ||||||||||||||||||||||
Shares issued (in Shares) | 4,960,000 | |||||||||||||||||||||||
Issued and outstanding capital (in Shares) | 78.32 | |||||||||||||||||||||||
Share cancellation and forfeiture agreement description | On July 11, 2022, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement with former Director Dr. Nicola Finley (the “Option Cancellation and Forfeiture Agreement”). Under the Option Cancellation and Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr. Nicola Finley’s option to purchase 4,000,000 common shares of the Company that was granted to the optionee pursuant to the Director Agreement dated as of August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no further rights to exercise the option to purchase 4,000,000 common shares of the Company. The cancellation and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common shares granted by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated as of August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr. Nicola Finley may have been entitled to under the option to purchase 4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley $1.00. | |||||||||||||||||||||||
Grant option exercisable (in Shares) | 20,000,000 | |||||||||||||||||||||||
Number of vested shares (in Shares) | 8,500,000 | |||||||||||||||||||||||
Stock option, description | 11,500,000 | |||||||||||||||||||||||
Forfeited shares (in Shares) | 2,000,000 | |||||||||||||||||||||||
Stock option expire term | 5 years | |||||||||||||||||||||||
Stock option outstanding intrinsic value | $ 0 | |||||||||||||||||||||||
Stock option exercise (in Dollars per share) | $ 297,414 | |||||||||||||||||||||||
Stock options fair value the grant date (in Dollars per share) | $ 2,127,565 | |||||||||||||||||||||||
Total unamortized stock option expense | $ 1,854,208 | |||||||||||||||||||||||
Total payments considered contributions | 2,931,841 | |||||||||||||||||||||||
Shares sold | 3,747 | |||||||||||||||||||||||
Stock expanses | 274,025 | |||||||||||||||||||||||
fair value of warrants realized | 17,188 | |||||||||||||||||||||||
Forfeiture stock compensation | 223,060 | |||||||||||||||||||||||
Paid expenses | 50,000 | |||||||||||||||||||||||
Reimbursed amount | 40,389 | |||||||||||||||||||||||
Expenses paid amount | 26,057 | |||||||||||||||||||||||
Loan amount | $ 35,000 | |||||||||||||||||||||||
Retirement amount | $ 17,500 | |||||||||||||||||||||||
Balance | 17,500 | |||||||||||||||||||||||
Deferred compensation amount | $ 190,320 | |||||||||||||||||||||||
Stock option exercise | stock price of $.15 and $.11 per share (based on the quoted trading price on the dates of the grants). | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.023 | |||||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 370,747,042 | |||||||||||||||||||||||
Mast Hill Fund, L.P., [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Shares issued | $ 250,192 | |||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Stock option exercise (in Dollars per share) | $ 25 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 500,000,000 | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 1,000,000,000 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 350,000 | |||||||||||||||||||||||
Series A preferred stock were issued (in Shares) | 700,000 | |||||||||||||||||||||||
Shares of restricted common stock (in Shares) | 250,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock (in Shares) | 2,686,667 | |||||||||||||||||||||||
Green Ohio Ventures, LLC [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Paid expenses | $ 82,788 | |||||||||||||||||||||||
Reimbursed amount | 176,544 | |||||||||||||||||||||||
Expenses paid amount | 82,788 | |||||||||||||||||||||||
Loan amount | 7,000 | |||||||||||||||||||||||
Ian James [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Loan amount | 18,000 | |||||||||||||||||||||||
Addition loan amount | 18,000 | |||||||||||||||||||||||
Stephen Letourneau [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Expenses paid amount | 48,068 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Restricted common stock (in Shares) | 100,000 | 125,000 | 125,000 | 125,000 | ||||||||||||||||||||
Closing share price | $ 3,990 | $ 15,468 | $ 15,000 | $ 18,750 | ||||||||||||||||||||
Loan amount | $ 35,000 | |||||||||||||||||||||||
Issuance of common stock shares (in Shares) | 760,870 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.023 | |||||||||||||||||||||||
Loan amount | $ 35,000 | |||||||||||||||||||||||
Issuance of common stock shares (in Shares) | 760,870 | 2,686,667 | ||||||||||||||||||||||
Retirement amount | $ 17,500 | |||||||||||||||||||||||
CRS Consulting, LLC [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Restricted common stock (in Shares) | 250,000 | 50,000 | ||||||||||||||||||||||
Closing share price | $ 45,000 | $ 7,000 | ||||||||||||||||||||||
CRS Consulting, LLC [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Series A preferred stock were issued (in Shares) | 700,000 | |||||||||||||||||||||||
Sauer Energy, Inc. [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common shares, outstanding (in Shares) | 359,996,332 | |||||||||||||||||||||||
Green Ohio Ventures, LLC [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Restricted common stock (in Shares) | 24,137,499 | 17,963,817 | 250,000,000 | |||||||||||||||||||||
Green Ohio Ventures, LLC [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock (in Shares) | 250,000,000 | |||||||||||||||||||||||
SRAX, Inc [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Restricted common stock (in Shares) | 2,602,740 | |||||||||||||||||||||||
Closing share price | $ 468,493 | |||||||||||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Restricted common stock (in Shares) | 549,097 | 30,282 | ||||||||||||||||||||||
Restricted common stock | $ 68,000 | |||||||||||||||||||||||
Mango Moi, LLC [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Restricted common stock (in Shares) | 11,000,000 | |||||||||||||||||||||||
Closing share price | $ 550,000 | |||||||||||||||||||||||
Mango Moi, LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 11,000,000 | |||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||
Nevada corporation [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||
Ian James [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Reimbursed amount | $ 19,775 | |||||||||||||||||||||||
Expenses paid amount | 9,791 | |||||||||||||||||||||||
Ian James [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock shares (in Shares) | 350,000 | |||||||||||||||||||||||
Stephen Letourneau [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Reimbursed amount | $ 2,780 | |||||||||||||||||||||||
Stephen Letourneau [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Shareholder Equity (Details) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock shares (in Shares) | 350,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Oct. 12, 2022 | Sep. 20, 2022 | Oct. 11, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Principal amount | $ 10,000 | ||
Additional revisions rate | $ 500 | ||
Purchase agreement description | Once the Company has approved the final Formula(s) and places a Purchase Order exceeding $10,000 USD, the non-refundable deposit will be applied to the total amount of the Purchase Order. Upon ordering at least Twenty-Five Thousand US Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI herein in respect of such Product and Formula shall cease, the Company shall no longer be obligated to purchase Products from ICCI, and the Client shall be free to engage any other manufacturer for such purpose. | ||
Warrant coverage raised percentage | 49% | ||
Board of Directors Chairman [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Issuance of common stock shares (in Shares) | 760,870 | 2,686,667 | |
Common share price per share (in Dollars per share) | $ 0.023 | ||
Retirement amount | $ 17,500 | ||
Loan amount | 35,000 | ||
Balance amount | 17,500 | ||
Exchange amount | $ 30,000 |