Cover Page
Cover Page - shares | 3 Months Ended | |
May 31, 2023 | Jul. 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | May 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Better For You Wellness, Inc. | |
Entity Central Index Key | 0001852707 | |
Entity File Number | 000-56262 | |
Entity Tax Identification Number | 87-2903933 | |
Entity Incorporation, State or Country Code | NV | |
Current Fiscal Year End Date | --02-28 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 1349 East Broad Street | |
Entity Address, City or Town | Columbus | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43205 | |
City Area Code | (614) | |
Local Phone Number | 368-9898 | |
Entity Common Stock, Shares Outstanding | 404,990,181 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2023 | Feb. 28, 2023 |
Current assets: | ||
Cash and Cash equivalents | $ 17,776 | $ 13,773 |
Accounts receivable | 2,013 | 1,460 |
Prepaid expenses | 10,931 | 18,493 |
Other receivable | 19,857 | 0 |
Inventory | 416 | 979 |
Total current assets | 50,993 | 34,705 |
Equipment, net | 1,353 | 1,547 |
Goodwill | 583,484 | 583,484 |
Right-of-use assets - operating leases | 214,003 | 0 |
Total assets | 849,833 | 619,736 |
Current liabilities: | ||
Accounts payable | 485,933 | 391,553 |
Deferred compensation | 479,919 | 379,759 |
Notes payable- related party | 433,500 | 293,000 |
Accrued interest | 78,843 | 60,243 |
Operating lease liabilities - current portion | 72,911 | 0 |
Convertible notes payable, net of discount | 620,000 | 594,804 |
Notes payable - paypal capital | 1,876 | 2,103 |
Notes payable shopify capital | 103 | 121 |
Total current liabilities | 2,173,085 | 1,721,583 |
Long-term liabilities | ||
Lease liability- net of current portion | 141,092 | 0 |
Total long-term liabilities | 141,092 | 0 |
Total liabilities | 2,314,177 | 1,721,583 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 700,000 shares issued and outstanding as of May 31, 2023, and February 28, 2023) | 70 | 70 |
Common stock ($0.0001 par value, 500,000,000 shares authorized, 404,114,987 and 404,014,987 issued and outstanding as of May 31, 2023, and February 28, 2023, respectively) | 40,413 | 40,403 |
Additional paid in capital | 5,318,659 | 4,933,281 |
Accumulated deficit | (6,823,486) | (6,075,601) |
Total stockholders' deficit | (1,464,344) | (1,101,847) |
TOTAL LIABILITIES & EQUITY (DEFICIT) | $ 849,833 | $ 619,736 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | May 31, 2023 | Feb. 28, 2023 |
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 | 404,114,987 | 404,014,987 |
Common stock, shares outstanding | 404,114,987 | 404,014,987 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Revenue | ||
Merchandise sales | $ 1,850 | $ 306 |
Cost of goods sold | 932 | 6,069 |
Gross profit (loss) | 918 | (5,763) |
Operating expenses | ||
Share based expenses | 392,950 | 768,313 |
Selling, general and administrative | 312,056 | 196,996 |
Total operating expenses | 705,006 | 965,309 |
Operating loss | (704,088) | (971,072) |
Other expense | ||
Interest expense | (43,797) | (5,063) |
Total other expense | (43,797) | (5,063) |
Net loss | $ (747,885) | $ (976,135) |
Net loss per common shares outstanding – basic | $ 0 | $ 0 |
Net loss per common shares outstanding – diluted | $ 0 | $ 0 |
Weighted average common shares outstanding – basic | 404,081,291 | 363,657,794 |
Weighted average common shares outstanding – diluted | 404,081,291 | 363,657,794 |
Consolidated and Condensed Stat
Consolidated and Condensed Statements of Changes in Stockholder's (Deficit) - USD ($) | Total | Common Shares | Additional Paid-in Capital | Shares Cancelable | Accumulated Deficit | Class A Preferred Shares Preferred Shares |
Balance at Feb. 28, 2022 | $ (365,766) | $ 37,075 | $ 2,395,265 | $ (250,000) | $ (2,548,176) | $ 70 |
Balance (in Shares) at Feb. 28, 2022 | 370,747,042 | 700,000 | ||||
Common shares issued for shares payable | 0 | $ 33 | (33) | |||
Common shares issued for shares payable (in Shares) | 325,000 | |||||
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 services to company | 272,735 | $ 509 | 272,226 | |||
Common shares issued for services to company (in Shares) | 5,085,000 | |||||
Common shares issued for purchase of Mango Moi | 550,000 | $ 1,100 | 548,900 | |||
Common shares issued for purchase of Mango Moi (in Shares) | 11,000,000 | |||||
Stock option expense | 495,578 | 495,578 | ||||
Warrants issued | 13,514 | 13,514 | ||||
Debt forgiveness | 49,686 | 49,686 | ||||
Net loss for the year | (976,135) | (976,135) | ||||
Balance at May. 31, 2022 | 39,612 | $ 38,012 | 3,525,841 | 0 | (3,524,311) | $ 70 |
Balance (in Shares) at May. 31, 2022 | 380,108,169 | 700,000 | ||||
Balance at Feb. 28, 2023 | (1,101,847) | $ 40,403 | 4,933,281 | 0 | (6,075,601) | $ 70 |
Balance (in Shares) at Feb. 28, 2023 | 404,014,987 | 700,000 | ||||
Common shares issued for services to company | 950 | $ 10 | 940 | |||
Common shares issued for services to company (in Shares) | 100,000 | |||||
Stock option expense | 384,438 | 384,438 | ||||
Net loss for the year | (747,885) | (747,885) | ||||
Balance at May. 31, 2023 | $ (1,464,344) | $ 40,413 | $ 5,318,659 | $ 0 | $ (6,823,486) | $ 70 |
Balance (in Shares) at May. 31, 2023 | 404,114,987 | 700,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flow - USD ($) | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (747,885) | $ (976,135) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 385,388 | 768,313 |
Amortization of debt discount & issuance costs | 25,196 | 12,139 |
Depreciation | 194 | 194 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (553) | 0 |
Inventory | 563 | 6,060 |
Prepaid expenses | 7,562 | 0 |
Other receivable | (19,857) | 0 |
Accounts payable | 94,380 | (213,593) |
Accrued interest | 18,600 | 5,063 |
Deferred compensation | 100,160 | 100,160 |
Other current liabilities | (245) | (316) |
Net Cash Used in Operating Activities | (136,497) | (298,115) |
Cash Flows from Investing Activities: | ||
Acquisition of businesses, net of cash acquired | 0 | (6,087) |
Purchases of property and equipment | 0 | (2,323) |
Net Cash Used in Investing Activities | 0 | (8,410) |
Cash Flows from Financing Activities: | ||
Payment of debt issuance cost | 0 | (28,320) |
Proceeds from convertible loan, net of original issue discount | 0 | 279,000 |
Notes payable- related party | 140,500 | 0 |
Notes payable- LT | 0 | (174) |
Expenses contributed to capital | 0 | 49,686 |
Net Cash Provided by Financing Activities | 140,500 | 300,192 |
Net increase/(decrease) in cash | 4,003 | (6,333) |
Cash at beginning of the year: | 13,773 | 9,642 |
Cash at end of the year: | 17,776 | 3,309 |
Supplemental Disclosure Of Non-Cash Investing And Financing Activities: | ||
Common stock issued for acquisition | 0 | 550,000 |
Common stock issued to settle liability | 0 | 17,500 |
Discount on Notes Payable for Warrants | $ 0 | $ 13,514 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Better For You Wellness, Inc. (we, us, our, the “Company” or the “Registrant”) was initially incorporated with the name Fast Track Solutions, Inc. in the State of Nevada on December 1, 2020. A plant-based, science-focused wellness consumer packaged goods and sustainable services Company evaluating opportunities targeting six goals-based wellness categories within the rapidly growing wellness industry to create a leading global wellness conglomerate. The Company’s current business plan is to explore and evaluate various opportunities in the plant-based skincare, personal care, food and beverage, natural supplement and consumer packaged goods and services sectors. The Company acquired Mango Moi, a natural skincare company in May 2022 and 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 intends to acquire The Ideation Lab, LLC 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. In September, 2022 , 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. The Company’s current business plan is to explore and evaluate various opportunities in the plant-based food and beverage and consumer packaged goods sectors, including but not limited to, mergers, acquisitions, or business combination transactions. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than immediate, short-term earnings. The Company’s main office is located at 1349 East Broad Street, Columbus OH 43205. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
May 31, 2023 | |
Accounting Policies [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”). These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Mango Moi and Glow Markets, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Significant Accounting Policies and Use of Estimates: There were no material changes in the Company’s significant accounting policies for the three months ended May 31 , 2023 as compared to the year ended February 28, 2023 except for lease accounting for operating lease entered into in Q1, where the See Note 8). Further, 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, 2023, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates of stock option valuation, Right-of-use assets - operating leases, lease liability and the valuation allowance associated with the Company’s deferred tax assets. Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in shareholders’ deficit and cash flows as of May 31, 2023 and for the related periods presented, have been included. The results for the three-months period ended May 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended February 28, 2023 issued on June 9, 2 023. 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 May 31 , and February 28 , the Company had no deferred revenues. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The prepa rat make th Cash and Cash Equivalents The Company c onsi hree mont Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straigh t-line m the estimated useful lives of the related assets (primarily three to five years). Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Better Suds manufactures only what it sells in a drop ship business model, therefore the Company had $416 and and February 28, 2023. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes .” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at May 31, 2023 as a 100 Basic/ Diluted Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share . Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. The Company does not have any potentially dilutive instruments as of May 31, 2023 and, thus, anti-dilution issues are not applicable. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: - 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 May 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. The se financ , lease liability current portion and convertible notes. Related Parties The Company follows ASC 850, Related Party Disclosures, lated part 8 and Leases: We determine if an arrangement is a lease at inception. Op erating ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate , the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term. On April 1, 2023, the Company entered into office Lease Agreement, for 9,247 square feet office in Columbus, OH. The lease has a term of 3 years starting from April 1, 2023 to March 31, 2026. The lease does not provide an implicit rate. the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. Therefore, we have adopted a treasury rate of 3.81%. The lease includes the following physical space: 9,247 square feet (SF) on the first, second, and third floors, the 3,000 SF of storage and fulfillment in the sublevel finished basement, and nearly 1,000 SF of lab space in the first floor of the Carriage House (a cumulative total of approximately 10,247 SF), and secure off-street parking. Share-Based Compensation ASC 718, “ Compensation – Stock Compensation ”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair val 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.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of May 31, 2023 and February 28, 2023. 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 is fiscal year 2024. The adoption of ASU No. 2016-13 resulted in no change in the allowance for doubtful accounts . |
Going Concern
Going Concern | 3 Months Ended |
May 31, 2023 | |
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. |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 4 - Convertible Note Payable (A) On April 12, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., in which Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the "Note"). The closing of the Purchase Agreements occurred on April 12, 2022. The Note bears an original issue discount of $31,000, and interest of 12% per year and mature on April 12, 2023 (the "Maturity Date"). The Note is convertible into shares of the Company's common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment Mast Hill shall have the right to convert their Note into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the Purchase Agreements. (B) 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 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. On July 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated April 12 , 20 April ,2022 until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037. As of May 31, 2023, and February 28, 2023 the balances were $620,000 and $594,804 respectively. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
May 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 - Accounts Receivable The following table summarizes the Company’s accounts receivable. (Unaudited) For the Three Months Ended May 31, 2023 For the Year Ended February 28, 2023 Accounts Receivable, Gross $ 2,013 $ 1,460 Less: Allowance for Credit Losses — — Accounts Receivable, Net $ 2,013 $ 1,460 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6 - Property and Equipment, net The Company’s property and equipment for the three months period ended May 31, 2023 and year ended February 28, 2023 are as follows: (Unaudited) For the Three Months Ended May 31, 2023 For the Year Ended February 28, 2023 Equipment $ 2,323 $ 2,323 Less: Accumulated Depreciation 970 776 Equipment, net $ 1,353 $ 1,547 2, |
Operating Lease Right of Use As
Operating Lease Right of Use Asset and Lease Liability | 3 Months Ended |
May 31, 2023 | |
Leases [Abstract] | |
Operating Lease Right of Use Asset and Lease Liability | Note 7 – Operating Lease Right of Use Asset and Lease Liability On April 1, 2023, the Company entered into a lease agreement to lease 9,247 square feet office in Columbus, OH. The lease commenced on April 1, 2023, for the next three years starting from April 1, 2023 to March 31, 2026, with two one-year options to extend. At this time management has not deemed it probable to exercise these options and as such the additional term has not been considered in the calculation of the Right of Use Asset. The monthly rental payment is $6,650 has been accrued for April and May 2023. Upon adoption of this lease, a ROU asset was obtained in exchange for new operating lease liability totaling $225,887. The company uses the implicit rate when it is readily determinable. If the Company’s lease does not provide an implicit rate, the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The lease does not provide an implicit rate. Therefore, we have adopted the treasury rate of 3.81%. The lease includes the following physical space: 9,247 square feet (SF) on the first, second, and third floors, the 3,000 SF of storage and fulfillment in the sublevel finished basement, and nearly 1,000 SF of lab space in the first floor of the Carriage House (a cumulative total of approximately 10,247 SF), and secure off-street parking. Operating lease right of use (ROU) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term Future lease payments are as follows: For the twelve months ending May 31 Operating Lease 2024 79,800 2025 79,800 2026 66,500 Total lease payments 226,100 Less: present value discount (12,097 ) Total lease liabilities 214,003 Less: current portion (72,911 ) Non-current lease liabilities 141,092 The following table set forth additional information pertaining to our leases: For the three months ending May 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: — Operating cash flows from operating leases — Weighted average remaining lease term – operating leases 2.8 years Weighted average discount rate – operating leases 3.81 % |
Note Payable Related Party
Note Payable Related Party | 3 Months Ended |
May 31, 2023 | |
Note Payable Related Party [Abstract] | |
Notes Payable - Related Party | 8 - Notes Payable - Related Party As of May 31, 2023 and February 28, 2023 the balance of Notes payable related party was $433,500 and $293,000 respectively. During the three months period ended May 31 , fully re- paid to the lender. These are non-interest bearing and unsecured and payable on demand. During the year ended February 28, 2023, Company received $32,500 from Mr. James, $48,000 from GOV wholly owned subsidiary of Ian James and $195,000 from our Audit Chairman, David Deming . These are non-interest bearing and unsecured and payable on demand. |
Deferred Compensation
Deferred Compensation | 3 Months Ended |
May 31, 2023 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation | Note 9 The Company has recognized $479,919 and $379,759 in deferred compensation as of May 31, 2023 and February 28, 2023 respectively and are related to the Employment Agreements for Chief Executive Officer, Chief Branding Officer and Chief Business Development Officer. |
Stock Purchase Warrant Liabilit
Stock Purchase Warrant Liability | 3 Months Ended |
May 31, 2023 | |
Stock Purchase Warrant Liability [Abstract] | |
Stock Purchase Warrant Liability | Note 1 0 On April 18, 2022, we entered into a Standby Equity Commitment Agreement with MacRab LLC, a Florida limited liability company providing us with an option to sell up to $5,000,000 worth of our Common Stock, par value $0.0001, to MacRab LLC, in increments, over the period ending 24 months after the date that the Company’s registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. Additionally, we issued MacRab LLC a Common Stock purchase warrant for the purchase of 1,785,714 shares of our common stock as a commitment fee in connection with the execution of the Standby Equity Commitment Agreement. We also entered into a Registration Rights Agreement with the Investor requiring the Company to file a registration statement providing for the registration of the Common Stock issuable to MacRab LLC under the Standby Equity Commitment Agreement and their common stock purchase warrant, and the subsequent resale by MacRab LLC of such Common Stock. |
Shareholder Equity
Shareholder Equity | 3 Months Ended |
May 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholder Equity | Note 1 1 Preferred Stock The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 700,000 and 700,000 shares issued and outstanding as of May 31, 2023 and February 28, 2023, respectively. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 404,114,987 and 404,014,987 shares of common stock issued and outstanding as of May 31, 2023 and February 28, 2023, respectively. 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 April 12, 2022, 125,000 shares of Restricted Common Stock were issued to five Directors serving on the Company’s Board of Directors as compensation for services to the Company. The shares were valued at the closing share price on that date, as listed on the OTC Markets, which totaled approximately $15,468. On May 26, 2022, 11,000,000 shares 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 . During the period ended May 31, 2022 , a total of 325,000 shares of Restricted Common Stock were sold to two shareholders for proceeds totaling approximately $ 40,248 . On March 31, 2023 , 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 approximately $ 950 . Shares Cancelable 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. No shares were cancelled during three months period ended May 31, 2023. Stock Options During the year ended February 28, 2023, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 14,000,000 fully vested on February 28, 2023. The remaining 6,000,000 shares vest over the next year. The outstanding options have an exercise price of $.25 per share. These options expire 5 years after issuance. The Company fair valued the options on the grant date at $4,853,749 using a Black-Scholes option pricing model. The following assumptions: stock price of $.22 per share (based on the quoted trading price on the date of grant 9/30/2021), volatility of 172%, expected term of 5 years, and a risk-free interest rate range of 1.01% for options with grant date September 30,2021 and assumptions for option granted on January 1,2022: stock price of $.11 per share (based on the quoted trading price on the date of grant 1/1/2022) , volatility of 163%, expected term of 5 years, and a risk-free interest rate range of 1.26%. The Company is amortizing the expense using straight line method over the vesting terms of each. The total stock option expense for the three months period ended May 31, 2023 and 2022 were $384,438 and $495,577 respectively. Stock option granted to Director Leslie Bumgarner totaled $703,891 expired due to resignation effective December 31, 2021and stock option granted totaled $ 444,563 to Dr. Nicola Finley was forfeited on her resignation dated June 18, 2022. The total unamortized stock option expense for the period ended May 31, 2023 and year ending February 28, 2023 was $230,175 and $614,613 respectively. |
Goodwill
Goodwill | 3 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 1 2 While changes in circumstances requiring a goodwill impairment test have not been identified for the period ended May 31, 2023. The Company will continue to monitor circumstances, such as disposition activity, stock price declines or changes in forecasted cash flows in future periods. If the fair value of the Company’s reporting unit declines below the car On an annual basis and more frequently based on triggering events, as of February 28 of each year, management reviews goodwill for impairment. |
Business Combination
Business Combination | 3 Months Ended |
May 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | Note 13 – Business Combination 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. 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”). 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 537 Sales tax payable 36 Note payable gushy 35,000 Total liabilities assumed 40,392 Total identifiable net assets (26,484 ) Purchase price 557,000 Goodwill - excess of purchase price over fair value of net assets acquired on acquisition date $ 583,484 The |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 - Commitments and Contingencies Employment Agreements On July 21, 2022 the Company’s Compensation Committee approved a formal Employment Agreement with Ian James, the Company’s Chief Executive Officer, Stephen Letourneau, the Company’s Chief Branding Officer and Jacob Ellman, the Company’s Chief Business Development Officer. Beginning March 1, 2022, as compensation under the Employment Agreement, Ian James will earn a Base Salary in the amount of $199,196 per annum, $16,599.67 per month, and be eligible to earn an additional payment (BONUS) of $68,328, Stephen Letourneau will earn a Base Salary in the amount of $152,787 per annum, $12,732.25 per month, and be eligible to earn an additional payment (BONUS) of $41,140, and Jacob Ellman will earn a Base Salary in the amount of $128,656 per annum, $10,721.33 per month, and be eligible to earn an additional payment (Bonus) of $70,632. Each Employee salary less statutory and other required deductions, for all work and services the Employee respectively 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 Employees and Company 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 the Employee’s 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 31st. Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of ermitted five days of Personal Leave from one year to the next. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events The outstanding promissory notes of Mast Hill Fund L.P. dated April 12, 2022 and June 7, 2022 is under consideration for debt modification and extension, and will be reflected subsequently. The Company is preparing to re-file Form 14-C to increase the Authorized Common Shares from 500,000,000 to 1,000,000,000. This follows a filing of Form 14-C last year that was suspended at that time. The increase in Authorized Common Shares is necessary to effectuate all-stock acquisitions of companies. On June 23, 2023, the Company notified Cannuka that it was Terminating its Letter of Intent to acquire the Hemp CBD Skincare Company given the challenging market conditions Cannuka suffered due to headwinds from COVID, and lack of FDA guidance. While the Company saw promise in the acquisition of Cannuka, it instead has chosen to focus on the brands in development and to close the Letter of Intent on The Ideation Lab, The Jordre Well and Stephen James Curated Coffee Collection, the latter of which began selling in North America’s largest grocer, Kroger at the end of June 2023, initial sell-thru data appear promising. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
May 31, 2023 | |
Accounting Policies [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”). These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Mango Moi and Glow Markets, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies and Use of Estimates | Significant Accounting Policies and Use of Estimates: There were no material changes in the Company’s significant accounting policies for the three months ended May 31 , 2023 as compared to the year ended February 28, 2023 except for lease accounting for operating lease entered into in Q1, where the See Note 8). Further, 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, 2023, as filed with the SEC, for additional information regarding the Company’s significant accounting policies and use of estimates. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates of stock option valuation, Right-of-use assets - operating leases, lease liability and the valuation allowance associated with the Company’s deferred tax assets. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in shareholders’ deficit and cash flows as of May 31, 2023 and for the related periods presented, have been included. The results for the three-months period ended May 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended February 28, 2023 issued on June 9, 2 023. |
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 May 31 , and February 28 , the Company had no deferred revenues. |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | Use of Estimates The prepa rat make th |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company c onsi hree mont |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straigh t-line m the estimated useful lives of the related assets (primarily three to five years). |
Inventory | Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Better Suds manufactures only what it sells in a drop ship business model, therefore the Company had $416 and and February 28, 2023. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes .” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at May 31, 2023 as a 100 |
Basic/ Diluted Earnings (Loss) Per Share | Basic/ Diluted Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share . Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. The Company does not have any potentially dilutive instruments as of May 31, 2023 and, thus, anti-dilution issues are not applicable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: - 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 May 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. The se financ , lease liability current portion and convertible notes. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, lated part 8 and |
Leases: | Leases: We determine if an arrangement is a lease at inception. Op erating ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate , the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term. On April 1, 2023, the Company entered into office Lease Agreement, for 9,247 square feet office in Columbus, OH. The lease has a term of 3 years starting from April 1, 2023 to March 31, 2026. The lease does not provide an implicit rate. the Company elected the practical expedient to utilize the risk-free rate to determine the present value of lease payments. Therefore, we have adopted a treasury rate of 3.81%. |
Share-Based Compensation | Share-Based Compensation ASC 718, “ Compensation – Stock Compensation ”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair val 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.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
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 is fiscal year 2024. The adoption of ASU No. 2016-13 resulted in no change in the allowance for doubtful accounts . |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
May 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table summarizes the Company’s accounts receivable. (Unaudited) For the Three Months Ended May 31, 2023 For the Year Ended February 28, 2023 Accounts Receivable, Gross $ 2,013 $ 1,460 Less: Allowance for Credit Losses — — Accounts Receivable, Net $ 2,013 $ 1,460 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The Company’s property and equipment for the three months period ended May 31, 2023 and year ended February 28, 2023 are as follows: (Unaudited) For the Three Months Ended May 31, 2023 For the Year Ended February 28, 2023 Equipment $ 2,323 $ 2,323 Less: Accumulated Depreciation 970 776 Equipment, net $ 1,353 $ 1,547 |
Operating Lease Right of Use _2
Operating Lease Right of Use Asset and Lease Liability (Tables) | 3 Months Ended |
May 31, 2023 | |
Leases [Abstract] | |
Schedule of lease payments | Future lease payments are as follows: For the twelve months ending May 31 Operating Lease 2024 79,800 2025 79,800 2026 66,500 Total lease payments 226,100 Less: present value discount (12,097 ) Total lease liabilities 214,003 Less: current portion (72,911 ) Non-current lease liabilities 141,092 |
Schedule of additional information pertaining to our leases | The following table set forth additional information pertaining to our leases: For the three months ending May 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: — Operating cash flows from operating leases — Weighted average remaining lease term – operating leases 2.8 years Weighted average discount rate – operating leases 3.81 % |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
May 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of fair value of such assets and liabilities | 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 537 Sales tax payable 36 Note payable gushy 35,000 Total liabilities assumed 40,392 Total identifiable net assets (26,484 ) Purchase price 557,000 Goodwill - excess of purchase price over fair value of net assets acquired on acquisition date $ 583,484 |
Organization and Description _2
Organization and Description of Business (Details) | 1 Months Ended |
Sep. 20, 2022 | |
Organization and Description of Business (Details) [Line Items] | |
Warrant coverage raised percentage | 49% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2023 | Feb. 28, 2023 | Apr. 01, 2023 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||||
Inventory | $ 416 | $ 979 | ||
Cash and cash equivalents | 17,776 | $ 13,773 | ||
Contract with customer, liability | 0 | $ 0 | ||
Deferred tax assets, Net | $ 0 | |||
Lessee, Operating Lease, Term of Contract | 3 years | |||
Treasury Rate | 3.81% | |||
Valuation Allowance On Deferred Tax Assets | 100% | 100% |
Convertible Note Payable - Addi
Convertible Note Payable - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | |||||
Jul. 11, 2022 | Jun. 07, 2022 | Apr. 12, 2022 | Jun. 07, 2022 | May 31, 2023 | May 31, 2022 | Feb. 28, 2023 | |
Disclosure In Entirety Of Convertible Note [Line Items] | |||||||
Convertible debt current | $ 620,000 | $ 594,804 | |||||
Interest payable | 18,600 | $ 5,063 | |||||
Debt discount amortized | $ 25,196 | $ 12,139 | |||||
Mast Hill Fund LLP [Member] | |||||||
Disclosure In Entirety Of Convertible Note [Line Items] | |||||||
Threshold time limit for filing the initial registration statement | 180 days | ||||||
Threshold time limit for resgistration to be declared effective | 270 days | ||||||
Mast Hill Fund LLP [Member] | Commitment Shares [Member] | |||||||
Disclosure In Entirety Of Convertible Note [Line Items] | |||||||
Stock issued during the period shares | 4,960,000 | ||||||
Mast Hill Fund LLP [Member] | Securities Purchase Agreement One [Member] | |||||||
Disclosure In Entirety Of Convertible Note [Line Items] | |||||||
Debt instrument face value | $ 310,000 | ||||||
Proceeds from convertibe debt net | 279,000 | ||||||
Debt instrument unamortized discount gross current | $ 31,000 | ||||||
Short term debt fixed interest rate percentage | 12% | ||||||
Debt instrument maturity date | Apr. 12, 2023 | ||||||
Debt instrument conversion price per share | $ 0.037 | ||||||
Number of trading days prior to the prepayment for entitement of conversion of debt into equity | 7 days | ||||||
Mast Hill Fund LLP [Member] | Securities Purchase Agreement Two [Member] | |||||||
Disclosure In Entirety Of Convertible Note [Line Items] | |||||||
Debt instrument face value | $ 310,000 | $ 310,000 | |||||
Proceeds from convertibe debt net | 279,000 | ||||||
Debt instrument unamortized discount gross current | $ 31,000 | $ 31,000 | |||||
Short term debt fixed interest rate percentage | 12% | 12% | |||||
Debt instrument maturity date | Jun. 07, 2023 | ||||||
Debt instrument conversion price per share | $ 0.037 | $ 0.037 | |||||
Number of trading days prior to the prepayment for entitement of conversion of debt into equity | 7 days |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | May 31, 2023 | Feb. 28, 2023 |
Receivables [Abstract] | ||
Accounts Receivable, Gross | $ 2,013 | $ 1,460 |
Less: Allowance for Credit Losses | 0 | 0 |
Accounts Receivable, Net | $ 2,013 | $ 1,460 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property, Plant and Equipment (Details) - USD ($) | May 31, 2023 | Feb. 28, 2023 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 2,323 | $ 2,323 |
Less: Accumulated Depreciation | 970 | 776 |
Equipment, net | $ 1,353 | $ 1,547 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 194 | $ 194 |
Operating Lease Right of Use _3
Operating Lease Right of Use Asset and Lease Liability (Details) - USD ($) | 2 Months Ended | |
Apr. 01, 2023 | May 31, 2023 | |
Leases [Abstract] | ||
Rental Payments | $ 6,650 | |
Operating lease liability totaling | $ 225,887 | |
Treasury Rate | 3.81% |
Operating Lease Right of Use _4
Operating Lease Right of Use Asset and Lease Liability - Schedule of lease payments (Details) - USD ($) | May 31, 2023 | Feb. 28, 2023 |
2024 | $ 79,800 | |
2025 | 79,800 | |
2026 | 66,500 | |
Total lease payments | 226,100 | |
Less: present value discount | (12,097) | |
Total lease liabilities | 214,003 | $ 0 |
Less: current portion | (72,911) | 0 |
Non-current lease liabilities | $ 141,092 | $ 0 |
Operating Lease Right of Use _5
Operating Lease Right of Use Asset and Lease Liability - Schedule of additional information pertaining to our leases (Details) | May 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term – operating leases | 2 years 9 months 18 days |
Weighted average discount rate – operating leases | 3.81% |
Note Payable Related Party - Ad
Note Payable Related Party - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 12, 2022 | May 31, 2023 | Feb. 28, 2023 | |
Related Party Transaction [Line Items] | |||
Note Payable Related party | $ 433,500 | $ 293,000 | |
Mr . James [Member] | |||
Related Party Transaction [Line Items] | |||
Loan received | 32,500 | ||
David Deming [Member] | |||
Related Party Transaction [Line Items] | |||
Loan received | 195,000 | ||
Mango Moi, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Note Payable Related party | 17,500 | ||
Loan received | $ 35,000 | 35,000 | |
Number of shares authorized for issuance of Common Shares | 760,870 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.023 | ||
Debt instrument convertible feature to retire the loan | $ 17,500 | ||
Debt Instrument, Face Amount | $ 35,000 | ||
Ian James [Member] | |||
Related Party Transaction [Line Items] | |||
Loan received | $ 158,000 | $ 48,000 |
Deferred Compensation (Details)
Deferred Compensation (Details) - USD ($) | May 31, 2023 | Feb. 28, 2023 |
Compensation Related Costs [Abstract] | ||
Deferred compensation | $ 479,919 | $ 379,759 |
Stock Purchase Warrant Liabil_2
Stock Purchase Warrant Liability (Details) - USD ($) | 3 Months Ended | |
May 31, 2023 | Jun. 07, 2022 | |
Stock Purchase Warrant Liability [Abstract] | ||
Stock purchase warrant liability description | On April 18, 2022, we entered into a Standby Equity Commitment Agreement with MacRab LLC, a Florida limited liability company providing us with an option to sell up to $5,000,000 worth of our Common Stock, par value $0.0001, to MacRab LLC, in increments, over the period ending 24 months after the date that the Company’s registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. Additionally, we issued MacRab LLC a Common Stock purchase warrant for the purchase of 1,785,714 shares of our common stock as a commitment fee in connection with the execution of the Standby Equity Commitment Agreement. We also entered into a Registration Rights Agreement with the Investor requiring the Company to file a registration statement providing for the registration of the Common Stock issuable to MacRab LLC under the Standby Equity Commitment Agreement and their common stock purchase warrant, and the subsequent resale by MacRab LLC of such Common Stock. | |
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 | 12 Months Ended | ||||||||
Mar. 31, 2023 | Jul. 11, 2022 | Jun. 18, 2022 | May 26, 2022 | Apr. 12, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | May 31, 2022 | May 31, 2023 | May 31, 2022 | Feb. 28, 2023 | |
Shareholder Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued | 700,000 | 700,000 | |||||||||
Preferred stock shares outstanding | 700,000 | 700,000 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares issued | 404,114,987 | 404,014,987 | |||||||||
Common stock, shares outstanding | 404,114,987 | 404,014,987 | |||||||||
Restricted common stock (in Dollars) | $ 40,248 | ||||||||||
Commitment shares | 4,960,000 | ||||||||||
Number of vested shares | 14,000,000 | ||||||||||
Stock option, description | 6,000,000 shares vest over the next year | ||||||||||
Stock option expire term | 5 years | ||||||||||
Stock options fair value the grant date (in Dollars per share) | $ 4,853,749 | ||||||||||
Stock price (in Dollars per share) | $ 11 | $ 22 | |||||||||
Expected term | 5 years | 5 years | |||||||||
Interest rate | 1.26% | 1.01% | |||||||||
Total stock option expense (in Dollars) | $ 384,438 | $ 495,577 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 20,000,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 25 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 163% | 172% | |||||||||
Total Unamortized Stock Option Expense | $ 230,175 | $ 614,613 | |||||||||
Common Share Option Cancellation Agreement [Member] | Nicola Finley [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Share Based Compensation By Share Based Award Options To Purchase Shares Forfeited | 4,000,000 | ||||||||||
Amount Payable Pursuant To Agreement | $ 1 | ||||||||||
Mango Moi, LLC [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Shares of restricted common stock | 11,000,000 | ||||||||||
Closing share price (in Dollars) | $ 550,000 | ||||||||||
Director [Member] | Leslie [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 444,563 | 703,891 | |||||||||
Director [Member] | Director Two [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,000 | 125,000 | |||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 950 | $ 15,468 | |||||||||
Restricted Common Stock [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Shares of restricted common stock | 325,000 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | ||
May 31, 2023 | Feb. 28, 2023 | Apr. 29, 2022 | |
Business Acquisition [Line Items] | |||
Purchase price of stock | $ 557,000 | ||
Goodwill | $ 583,484 | ||
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 | 404,114,987 | 404,014,987 | |
Mango Moi, LLC [Member] | Common Stock [Member] | |||
Business Acquisition [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] | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 5,720,000 | ||
Yapo M'be [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 5,280,000 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value of such assets and liabilities | Apr. 29, 2022 USD ($) |
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 | 537 |
Note payable gushy | 35,000 |
Sales tax payable | 36 |
Total liabilities assumed | 40,392 |
Total identifiable net assets | (26,484) |
Purchase price | 557,000 |
Goodwill - excess of purchase price over fair value of net assets acquired on acquisition date | $ 583,484 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
May 31, 2023 USD ($) | |
Ian James Employment Agreement [Member] | |
Additional fees | $ 199,196 |
Base salary per annum | 16,599.67 |
Additional payment | 68,328 |
Stephen Letourneau Employment Agreement [Member] | |
Additional fees | 12,732.25 |
Base salary per annum | 152,787 |
Additional payment | 41,140 |
Jacob Ellman Employment Agreement [Member] | |
Additional fees | 10,721.33 |
Base salary per annum | 128,656 |
Additional payment | $ 70,632 |