Cover Page
Cover Page - shares | 9 Months Ended | |
Nov. 30, 2023 | Jan. 19, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | true | |
Amendment Description | Better For You Wellness, Inc., a Nevada corporation (the “Company”), is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2023 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2024. The purpose of this filing is to clarify and correct typographical errors in the Condensed Consolidated Statements of Operations in the Company’s Original Filing. No other revisions have been made to our financial statements or any other disclosure contained in the Original Filing. In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Original Filing has been amended to contain currently dated certifications from the Company’s Principal Executive Officer and Principal Financial and Accounting Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. | |
Document Period End Date | Nov. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 419,209,183 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 386 | $ 13,773 |
Accounts receivable | 2,506 | 1,460 |
Prepaid expenses | 2,661 | 18,493 |
Other receivable | 29,324 | 0 |
Inventory | 582 | 979 |
Total current assets | 35,459 | 34,705 |
Equipment, net | 965 | 1,547 |
Goodwill | 583,484 | 583,484 |
Right-of-use assets - operating leases | 177,894 | 0 |
Total assets | 797,802 | 619,736 |
Current liabilities: | ||
Accounts payable and accrued expenses | 722,868 | 393,777 |
Deferred compensation | 349,135 | 379,759 |
Notes payable- related party | $ 309,500 | $ 293,000 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Accrued interest | $ 135,236 | $ 60,243 |
Operating lease liabilities - current portion | 74,311 | 0 |
Convertible notes payable, net of discount | 700,914 | 594,804 |
Total current liabilities | 2,291,964 | 1,721,583 |
Long-term liabilities | ||
Lease liability- net of current portion | 103,583 | 0 |
Total long-term liabilities | 103,583 | 0 |
Total liabilities | 2,395,547 | 1,721,583 |
Commitments and contingencies (Note 14) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 700,000 shares issued and outstanding as of November 30, 2023 and February 28, 2023) | 70 | 70 |
Common stock ($0.0001 par value, 500,000,000 shares authorized, 419,209,183 and 404,014,987 issued and outstanding as of November 30, 2023 and February 28, 2023, respectively) | 41,923 | 40,403 |
Additional paid in capital | 6,067,423 | 4,933,281 |
Shares cancellable | 83 | 0 |
Accumulated deficit | (7,707,244) | (6,075,601) |
Total stockholders' deficit | (1,597,745) | (1,101,847) |
TOTAL LIABILITIES & EQUITY (DEFICIT) | $ 797,802 | $ 619,736 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Nov. 30, 2023 | Aug. 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 | 500,000,000 |
Common stock, shares issued | 419,209,183 | 404,014,987 | |
Common stock, shares outstanding | 419,209,183 | 404,014,987 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Revenue | ||||
Merchandise sales | $ 995 | $ 6,986 | $ 4,649 | $ 9,008 |
Cost of goods sold | (583) | (5,823) | (1,896) | (15,381) |
Gross profit (loss) | 412 | 1,163 | 2,753 | (6,373) |
Operating expenses | ||||
Share based expenses | 54,467 | 457,174 | 628,135 | 1,453,106 |
Selling, general and administrative | 231,708 | 258,401 | 825,158 | 852,184 |
Total operating expenses | 286,175 | 715,575 | 1,453,293 | 2,305,290 |
Operating loss | (285,763) | (714,412) | (1,450,540) | (2,311,663) |
Other expense | ||||
Interest expense | (30,888) | (55,935) | (100,189) | (128,453) |
Loss on debt extinguishment upon note | (80,914) | 0 | (80,914) | 0 |
Total other expense | (111,802) | (55,935) | (181,103) | (128,453) |
Net loss | $ (397,565) | $ (770,347) | $ (1,631,643) | $ (2,440,116) |
Net loss per common shares outstanding – basic | $ 0 | $ 0 | $ 0 | $ (0.01) |
Net loss per common shares outstanding – diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average common shares outstanding – basic | 419,209,183 | 372,031,446 | 411,671,232 | 372,031,446 |
Weighted average common shares outstanding – diluted | 419,209,183 | 372,031,446 | 411,671,232 | 372,031,446 |
Consolidated and Condensed Stat
Consolidated and Condensed Statements of Changes in Stockholder's (Deficit) - USD ($) | Total | Common Shares | Additional Paid-in Capital | Shares Cancelable | Shares Issuable | Accumulated Deficit | Class A Preferred Shares Preferred Shares |
Balance at Feb. 28, 2022 | $ (365,766) | $ 37,075 | $ 2,395,265 | $ (250,000) | $ 0 | $ (2,548,176) | $ 70 |
Balance (in Shares) at Feb. 28, 2022 | 370,747,042 | 700,000 | |||||
Common shares issued for shares payable | $ 33 | (33) | |||||
Common shares issued for shares payable (in Shares) | 325,000 | ||||||
Common shares issued for cash received | 3,750 | $ 3 | 3,747 | ||||
Common shares issued for cash received (in Shares) | 30,282 | ||||||
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 the company | 555,383 | $ 1,150 | 554,233 | ||||
Common shares issued for services to the company (in Shares) | 11,495,000 | ||||||
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 | 1,301,499 | 1,301,499 | |||||
Warrants issued | 30,702 | 30,702 | |||||
Debt forgiveness | 49,686 | 49,686 | |||||
Common shares issued for notes payable extension | 64,212 | $ 269 | 63,943 | ||||
Common shares issued for notes payable extension(in Shares) | 2,686,667 | ||||||
Net loss | (2,440,116) | (2,440,116) | |||||
Forfeiture of stock compensation | (444,563) | (444,563) | |||||
Common shares issued for Debt settlement | 17,500 | $ 76 | 17,424 | ||||
Common shares issued for Debt settlement (in Shares) | 760,870 | ||||||
Balance at Nov. 30, 2022 | (677,713) | $ 39,001 | 4,271,508 | 0 | 0 | (4,988,292) | $ 70 |
Balance (in Shares) at Nov. 30, 2022 | 389,995,988 | 700,000 | |||||
Balance at Aug. 31, 2022 | (405,464) | $ 38,521 | 3,773,889 | 0 | 0 | (4,217,945) | $ 70 |
Balance (in Shares) at Aug. 31, 2022 | 385,198,451 | 700,000 | |||||
Common shares issued for services to the company | 31,950 | $ 135 | 31,815 | ||||
Common shares issued for services to the company (in Shares) | 1,350,000 | ||||||
Stock option expense | 384,437 | 384,437 | |||||
Common shares issued for notes payable extension | 64,212 | $ 269 | 63,943 | ||||
Common shares issued for notes payable extension(in Shares) | 2,686,667 | ||||||
Net loss | (770,347) | (770,347) | |||||
Common shares issued for Debt settlement | 17,500 | $ 76 | 17,424 | ||||
Common shares issued for Debt settlement (in Shares) | 760,870 | ||||||
Balance at Nov. 30, 2022 | (677,713) | $ 39,001 | 4,271,508 | 0 | 0 | (4,988,292) | $ 70 |
Balance (in Shares) at Nov. 30, 2022 | 389,995,988 | 700,000 | |||||
Balance at Feb. 28, 2023 | (1,101,847) | $ 40,403 | 4,933,281 | 0 | 0 | (6,075,601) | $ 70 |
Balance (in Shares) at Feb. 28, 2023 | 404,014,987 | 700,000 | |||||
Common shares issued for services to the company | 11,950 | $ 98 | 11,852 | 83 | |||
Common shares issued for services to the company (in Shares) | 975,194 | ||||||
Stock option expense | 597,609 | 597,609 | |||||
Common shares issued for settlement of deferred compensation | 331,103 | $ 895 | 330,208 | ||||
Common shares issued for settlement of deferred compensation (in Shares) | 8,948,731 | ||||||
Net loss | (1,631,643) | (1,631,643) | |||||
Common shares issued for Debt settlement | 195,000 | $ 527 | 194,473 | ||||
Common shares issued for Debt settlement (in Shares) | 5,270,271 | ||||||
Balance at Nov. 30, 2023 | (1,597,745) | $ 41,923 | 6,067,423 | 0 | 83 | (7,707,244) | $ 70 |
Balance (in Shares) at Nov. 30, 2023 | 419,209,183 | 700,000 | |||||
Balance at Aug. 31, 2023 | (1,251,278) | $ 41,923 | 6,016,408 | 0 | 0 | (7,309,679) | $ 70 |
Balance (in Shares) at Aug. 31, 2023 | 419,209,183 | 700,000 | |||||
Common shares issued for services to the company | 83 | 83 | |||||
Stock option expense | 51,015 | 51,015 | |||||
Net loss | (397,565) | (397,565) | |||||
Balance at Nov. 30, 2023 | $ (1,597,745) | $ 41,923 | $ 6,067,423 | $ 0 | $ 83 | $ (7,707,244) | $ 70 |
Balance (in Shares) at Nov. 30, 2023 | 419,209,183 | 700,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,631,643) | $ (2,440,116) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 609,558 | 1,453,106 |
Amortization of debt discount & issuance costs | 25,196 | 86,810 |
Depreciation | 582 | 582 |
Loss on debt extinguishment upon refinancing | 80,914 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (1,046) | (1,495) |
Inventory | 397 | 11,440 |
Related Party Receivable | 0 | (108,301) |
Prepaid expenses | 15,832 | (23,588) |
Other receivable | (29,324) | 0 |
Accounts payable | 329,091 | (63,866) |
Accrued interest | 74,993 | 41,643 |
Deferred compensation | 300,480 | 284,499 |
Other current liabilities | 0 | 4,412 |
Net Cash Used in Operating Activities | (224,887) | (754,874) |
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 | (56,640) |
Proceeds from convertible loan, net of original issue discount | 0 | 558,000 |
Notes payable- related party | 211,500 | 202,000 |
Common stock issuance | 0 | 3,750 |
Expenses contributed to capital | 0 | 49,686 |
Net Cash Flows from Financing Activities | 211,500 | 756,796 |
Net decrease in cash | (13,387) | (6,488) |
Cash at the beginning of the year: | 13,773 | 9,642 |
Cash at the end of the year: | 386 | 3,154 |
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 | 30,702 |
Common stock issued for settlement of debt | 195,000 | 0 |
Common stock issued for settlement of deferred compensation. | $ 331,103 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Nov. 30, 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 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 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. As a part of growth strategy as on December 4, 2023, Better For You Wellness, Inc. (the "Company") entered into an Asset Purchase Agreement (the "APA") with The Ideation Lab, LLC (the "Sellers") to acquire the right, title, and interest in, including all of the assets of The Ideation Lab, LLC ("TIL") located in Columbus, Ohio, for the consideration and on the terms set forth in the APA including the perpetual rights to The Ideation Lab’s portfolio of brands, including the Premium Coffee line, Stephen James Curated Coffee Collection, and sales agreements, contracts, customer and vendor agreements, formulas, intellectual property, inventory, equipment, and centralized administrative operations, which excel in the consumer packaged goods sector. The Sellers are a related party to the Company, having majority control of The Ideation Lab and the Company. The Terms of the APA the Company and Seller agree to an asset purchase transaction in which the Company will issue 300,000 Series A Preferred Shares to Sellers. Each The Company’s main office is located at 1349 East Broad Street, Columbus OH 43205. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 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 nine months ended November 30, 2023 as compared to the year ended February 28, 2023 except for lease accounting for operating lease entered into in Q1, where the company has applied Accounting Standards Codification (ASC) 842 (See Note 7). 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 November 30, 2023 and for the related periods presented, have been included. The results for the nine-months period ended November 30, 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, 2023. 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 Novem ber 30, 2023 and February 28, 2023 e Company had no deferred revenues. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash 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 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. Mango Moi manufactures only what it sells in a drop ship business model, therefore the Company had a minimal of $582 and $979 in inventory as of November 30, 2023 and February 28, 2023 respectively. 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 November 30, 2023 as a 100% valuation allowance has been established on deferred tax assets at November 30, 2023 and February 28, 2023, due to the uncertainty of our ability to realize future taxable income.” 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 The Company does have potentially dilutive instruments as of November 30, 2023 in form of stock options and warrants but these instruments are anti-dilutive due to accumulated losses. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 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. These financial instruments include accounts receivable, prepaid expenses, other receivable, inventory, accounts payable, deferred compensation, notes payable-related party, lease liability current portion and convertible notes. Related Parties The Company follows ASC 850, Related Party Disclosures, Leases: We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. 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. 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 three years starting from April 1, 2023 to March 31, 2026. The lease does not provide an implicit rate; therefore, 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 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 values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). 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 November 30, 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 effective for us in the first quarter of fiscal year 2024. The adoption of ASU No. 2016-13 resulted in no change in the allowance for doubtful accounts. In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU 2017 - 04, Intangibles – Goodwill and Other (topic 350 ): Simplifying the Test for Goodwill Impairment (“ASU 2017 - 04” ). The amendments in this ASU simplify how all entities assess goodwill for impairment by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill. As amended, the goodwill impairment test consists of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If fair value exceeds the carrying value, no impairment should be recorded. ASU 2017 - 04 eliminates the requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount. For any reporting units with a zero or negative carrying amount, ASU 2017 - 04 adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included. ASU 2017 - 04 was effective for the Company for annual reporting periods beginning after December 15, 2019, including any interim impairment tests within those annual periods. We adopted ASU 2017 - 04 effective on February 28, 2023 and adoption had no impact on our consolidated financial statements. We perform goodwill impairment tests according to ASU 2017 - 04. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. The notes payable PayPal and Shopify have been recognized as accrued liabilities and were reclassified as accounts payable and accrued expenses in the balance sheet presentation. This reclassification has no effect on the reported results of the operation. |
Going Concern
Going Concern | 9 Months Ended |
Nov. 30, 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. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management’s plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Nov. 30, 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., a Delaware limited partnership (“Mast Hill”), in which Mast Hill purchased a promissory note, with a principal amount of for a purchase price of (the "April 2022 Note"). The closing of the purchase agreement occurred on April 12, 2022. The April 2022 Note bears an original issue discount of s (the "Maturity Date"). The April 2022 Note is convertible into shares of the Company's common stock at a conversion price of per share, subject to adjustment as provided therein. The Company has the right to prepay the April 2022 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 trading days prior to any prepayment Mast Hill shall have the right to convert the April 2022 Note into Common Stock of the Company in accordance with the terms of the April 2022 Note. The April 2022 Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the purchase agreement. (B) On June 7, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill. Pursuant to the purchase agreement, Mast Hill purchased a promissory note, with a principal amount of (the “June 2022 Note”). The closing of the purchase agreement occurred on June 7, 2022. The June 2022 Note bears an original issue discount of (the “Maturity Date”). In current quarter the June 2022 Note was in default and default interest rate of was applied from original date of maturity June 7, 2023 to August 31, 2023. The June 2022 Note is convertible into shares of the Company’s common stock at a conversion price of per share, subject to adjustment as provided therein. The Company has the right to prepay the June 2022 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 trading days prior to any prepayment, Mast Hill shall have the right to convert the June 2022 Note into Common Stock of the Company in accordance with the terms of the June 2022 Note. The June 2022 Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the purchase agreement. (C) Pursuant to the purchase agreements, the Company issued to Mast Hill 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 conversions notes On July 11, 2022, Mast Hill agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated April 12, May 10 23 On September 18, 2023, the company entered into an the two notes held by 40,891 and $ 40,023 , . on both notes 18% as a result of the amendment, and the maturity date has been extended to September 13, 2024. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pur suant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded as loss on debt extinguishment of $ 80,814 on the consolidated statement of operations. There was no change in fair value of the debt instruments subsequent to the amendment date, since the extinguishment transaction occurred on September 18, 2023 . As of November 30, 2023, and February 28, 2023 the balances were $700,914 and $594,804, with accrued interest of $135,236 and $60,243 respectively. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Nov. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 - Accounts Receivable The following table summarizes the Company’s accounts receivable. (Unaudited) For the Year Accounts Receivable, Gross $ 2,506 $ 1,460 Less: Allowance for Credit Losses — — Accounts Receivable, Net $ 2,506 $ 1,460 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Nov. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6 - Property and Equipment, net The Company’s property and equipment for the nine months period ended November 30, 2023 and year ended February 28, 2023 are as follows: (Unaudited) Months Ended November 30, 2023 For the Year Ended February 28, 2023 Equipment $ 2,323 $ 2,323 Less: Accumulated Depreciation (1,741 ) (776 ) Equipment, net $ 965 $ 1,547 For the three-month period ended November 30, 2023 and 2022, the Company recorded depreciation expenses of $194 and $194 respectively. For the nine months period ended November 30, 2023 and 2022, the Company recorded depreciation expenses of $582 and $582, respectively. |
Operating Lease Right of Use As
Operating Lease Right of Use Asset and Lease Liability | 9 Months Ended |
Nov. 30, 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 Company entered into the 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. The monthly rental payment is $6,650 has been accrued for seven . ROU asset obtained in exchange for new operating lease liability amounting $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 a treasury rate of 3.81%. 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 at the commencement date. Future lease payments are as follows: For the twelve months ending November 30 Operating Lease 2024 79,800 2025 79,800 2026 26,600 Total lease payments 186,200 Less: present value discount (8,306 ) Total lease liabilities 177,894 Less: current portion (74,311 ) Non-current lease liabilities 103,583 The following table set forth additional information pertaining to our leases: For the three and 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 6,650 Weighted average remaining lease term – operating leases 2.3 Weighted average discount rate – operating leases 3.81 % The following table summarizes the c For the three months ending November 30, 2023 2022 Operating lease expense: Amortization of ROU asset $ 18,140 $ — Interest on lease liabilities 1,810 — Total operating lease expense 19,950 — For the nine months ending November 30, 2023 2022 Operating lease expense: Amortization of ROU asset $ 47,993 $ — Interest on lease liabilities 5,207 — Total operating lease expense 53,200 — |
Note Payable Related Party
Note Payable Related Party | 9 Months Ended |
Nov. 30, 2023 | |
Note Payable Related Party [Abstract] | |
Notes Payable - Related Party | Note 8- Notes Payable - Related Party As of November 30, 2023 and February 28, 2023 the balance of N otes payable related part During the nine months period ended November 30, 2023, Company received $171,000 from GOV wholly owned subsidiary of Ian James, $64,000 from our Audit Chairman David Deming and $4,000 from Ian James. The original loan of $35,000 that was obtained from Mango Moi, LLC and had a remaining balanc related 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. In addition, the Company acquired $35,000 on October 12, 2022 a loan payable by Mango Moi, LLC to a related party of the seller, Amanda Cayemitte. The Board of Directors authorized the issuance of 760,870 Common Shares at $0.023 per share to retire $17,500 of the $35,000 loan and remaining balance of $17,500 was paid in cash on May 31, 2023. |
Deferred Compensation
Deferred Compensation | 9 Months Ended |
Nov. 30, 2023 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation | Note 9 – Deferred Compensation The Company has recognized $ 349,136 On July 18, 2023, the accrued deferred compensation of Ian James and Stephen Letourneau amounting $186,096 and $145,007 respectively were settled with issuance of 5,029,622 and 3,919,109 shares of Company’s common stock at an agreed upon price of $0.037 per share pursuant to an authorization from the Board of Directors. |
Stock Purchase Warrant Liabilit
Stock Purchase Warrant Liability | 9 Months Ended |
Nov. 30, 2023 | |
Stock Purchase Warrant Liability [Abstract] | |
Stock Purchase Warrant Liability | Note 10 - Stock Purchase Warrant Liability 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. 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 | 9 Months Ended |
Nov. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholder Equity | Note 11 - Shareholder Equity Preferred Stock The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 700,000 and 700,000 shares issued and outstanding as of November 30, 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 419,209,183 and 404,014,987 shares of common stock issued and outstanding as of November 30, 2023 and February 28, 2023, respectively. On September 30, 2023 , 25,000 shares of Restricted Common Stock were issuable to one of our director 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 $ 83 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 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- or nine-months period ended November 30, 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 stock options on the grant date September 30, 2021 at using a Black-Scholes option pricing model. The assumptions for option granted: stock price of .22 . The Company fair valued the stock options on the grant date January 1, 2022 at $408,121 using a Black-Scholes option pricing model. The assumptions for option granted: stock price of $ .11 The estimates at the grant date are shown below: Grant Date Grant Date 9/30/2021 1/1/2022 Risk-free interest rate 1.01 % 1.26 % Expected term 5 years 5 years Expected volatility rate 172 % 163 % Stock price $ 0.22 $ 0.11 Total fair valued stock option $ 4,445,628 $ 408,121 The Company is amortizing the expense using straight line method over the vesting terms of each. The total stock option expense for the nine months period ended November 30, 2023 and 2022 were $597,609 and $1,301,499 respectively. The total stock option expenses for the three-month period ended November 30, 2023, and 2022 were $51,015 and $384,437 respectively. Stock option s , The total unamortized stock option expense as of November 30, 2023 , , |
Goodwill
Goodwill | 9 Months Ended |
Nov. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 12 - Goodwill The Company annually, or more frequently if events or circumstances indicate a need, tests the carrying amount of goodwill for impairment. The Company performs its annual simplified impairment test in the fourth February 2023, 2017 04, 350 2017 04 zero no November 30, 2023, November 30, 2023, February 28,2023. 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 carrying value in the future, goodwill impairment charges may be incurred. As of November 30, 2023, and February 28, 2023, the balance of goodwill was $583,484 and $583,484, respectively. |
Business Combination
Business Combination | 9 Months Ended |
Nov. 30, 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”). 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 purchase price of $557,000 was paid in stock and discharge of liability. Goodwill in the amount of $583,484 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 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 Bonus 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 December 31, Employee shall forfeit unused Personal Leave benefits above five days. Lease Agreements Refer Note 7 for operating lease details. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events The Company has filed Form 14-C to increase the Authorized Common Shares from 500,000,000 to 2,000,000,000. The increase in authorized will go into effect on January 17, 2024. The increase in Authorized Common Shares is necessary to effectuate all-stock acquisitions of companies. On December 4, 2023, the Company’s Board of Directors and The Ideation Lab (“Sellers “) terminated the previous MIPA which was entered on September 18, 2023. The Sellers are a related party to the Company, having majority control of both The Ideation Lab and the Company. The Seller, Ideation Lab (TIL) is an Ohio-domiciled consumer packaged goods company founded in 2019 that focuses on the wellness sector. TIL ideated and incubated several consumer-packaged goods brands across diverse segments, including Functional Beverages, Skincare, Personal Care, Pet Lifestyle, and Women's Mental Wellness products. The Company and Seller agreed to pursue an Asset Purchase Agreement to acquire the right, title, and interest in, including all the assets of The Ideation Lab, LLC ("TIL") for the consideration in which the Company will issue 300,000 Series A Preferred Shares to Sellers. Each Series A Preferred Share has the voting rights of 1,000 votes, but unlike Common Shares, are not publicly traded. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Nov. 30, 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 nine months ended November 30, 2023 as compared to the year ended February 28, 2023 except for lease accounting for operating lease entered into in Q1, where the company has applied Accounting Standards Codification (ASC) 842 (See Note 7). 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 November 30, 2023 and for the related periods presented, have been included. The results for the nine-months period ended November 30, 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, 2023. |
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 Novem ber 30, 2023 and February 28, 2023 e Company had no deferred revenues. |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash |
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 |
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. Mango Moi manufactures only what it sells in a drop ship business model, therefore the Company had a minimal of $582 and $979 in inventory as of November 30, 2023 and February 28, 2023 respectively. |
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 November 30, 2023 as a 100% valuation allowance has been established on deferred tax assets at November 30, 2023 and February 28, 2023, due to the uncertainty of our ability to realize future taxable income.” |
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 The Company does have potentially dilutive instruments as of November 30, 2023 in form of stock options and warrants but these instruments are anti-dilutive due to accumulated losses. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 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. These financial instruments include accounts receivable, prepaid expenses, other receivable, inventory, accounts payable, deferred compensation, notes payable-related party, lease liability current portion and convertible notes. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, |
Leases | Leases: We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. 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. 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 three years starting from April 1, 2023 to March 31, 2026. The lease does not provide an implicit rate; therefore, 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 values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). 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 November 30, 2023 and February 28, 2023. |
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 effective for us in the first quarter of fiscal year 2024. The adoption of ASU No. 2016-13 resulted in no change in the allowance for doubtful accounts. In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU 2017 - 04, Intangibles – Goodwill and Other (topic 350 ): Simplifying the Test for Goodwill Impairment (“ASU 2017 - 04” ). The amendments in this ASU simplify how all entities assess goodwill for impairment by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill. As amended, the goodwill impairment test consists of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If fair value exceeds the carrying value, no impairment should be recorded. ASU 2017 - 04 eliminates the requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount. For any reporting units with a zero or negative carrying amount, ASU 2017 - 04 adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included. ASU 2017 - 04 was effective for the Company for annual reporting periods beginning after December 15, 2019, including any interim impairment tests within those annual periods. We adopted ASU 2017 - 04 effective on February 28, 2023 and adoption had no impact on our consolidated financial statements. We perform goodwill impairment tests according to ASU 2017 - 04. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. The notes payable PayPal and Shopify have been recognized as accrued liabilities and were reclassified as accounts payable and accrued expenses in the balance sheet presentation. This reclassification has no effect on the reported results of the operation. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table summarizes the Company’s accounts receivable. (Unaudited) For the Year Accounts Receivable, Gross $ 2,506 $ 1,460 Less: Allowance for Credit Losses — — Accounts Receivable, Net $ 2,506 $ 1,460 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The Company’s property and equipment for the nine months period ended November 30, 2023 and year ended February 28, 2023 are as follows: (Unaudited) Months Ended November 30, 2023 For the Year Ended February 28, 2023 Equipment $ 2,323 $ 2,323 Less: Accumulated Depreciation (1,741 ) (776 ) Equipment, net $ 965 $ 1,547 |
Operating Lease Right of Use _2
Operating Lease Right of Use Asset and Lease Liability (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease payments | Future lease payments are as follows: For the twelve months ending November 30 Operating Lease 2024 79,800 2025 79,800 2026 26,600 Total lease payments 186,200 Less: present value discount (8,306 ) Total lease liabilities 177,894 Less: current portion (74,311 ) Non-current lease liabilities 103,583 |
Schedule of additional information pertaining to our leases | The following table set forth additional information pertaining to our leases: For the three and 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 6,650 Weighted average remaining lease term – operating leases 2.3 Weighted average discount rate – operating leases 3.81 % |
Schedule of lease expense | The following table summarizes the c For the three months ending November 30, 2023 2022 Operating lease expense: Amortization of ROU asset $ 18,140 $ — Interest on lease liabilities 1,810 — Total operating lease expense 19,950 — For the nine months ending November 30, 2023 2022 Operating lease expense: Amortization of ROU asset $ 47,993 $ — Interest on lease liabilities 5,207 — Total operating lease expense 53,200 — |
Shareholder Equity (Tables)
Shareholder Equity (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Assumptions Used for Valuation of Fair Value of Stock Options | The estimates at the grant date are shown below: Grant Date Grant Date 9/30/2021 1/1/2022 Risk-free interest rate 1.01 % 1.26 % Expected term 5 years 5 years Expected volatility rate 172 % 163 % Stock price $ 0.22 $ 0.11 Total fair valued stock option $ 4,445,628 $ 408,121 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
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 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) | Dec. 04, 2023 Votes shares | Nov. 30, 2023 shares | Feb. 28, 2023 shares |
Organization and Description of Business (Details) [Line Items] | |||
Preferred stock, shares issued | 700,000 | 700,000 | |
Series A Preferred Stock [Member] | Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||
Organization and Description of Business (Details) [Line Items] | |||
Preferred stock number of votes per share | Votes | 1,000 | ||
Preferred stock, shares issued | 300,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Feb. 28, 2023 | Apr. 01, 2023 | Nov. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Inventory | $ 582 | $ 979 | ||
Cash and cash equivalents | 386 | $ 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% | ||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 3 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 5 years |
Convertible Note Payable - Addi
Convertible Note Payable - Additional Information (Details) - USD ($) | 2 Months Ended | 9 Months Ended | ||||||
Jul. 11, 2022 | Jun. 07, 2022 | Apr. 12, 2022 | Jun. 07, 2022 | Nov. 30, 2023 | Sep. 18, 2023 | Aug. 31, 2023 | Feb. 28, 2023 | |
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Convertible debt current | $ 700,914 | $ 594,804 | ||||||
Interest payable | 135,236 | $ 60,243 | ||||||
Gain loss on extinguishment of debt | $ 80,814 | |||||||
Minimum [Member] | ||||||||
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Percentage by which the fair value exceeds the present value of remaining cash flows of the debt | 10% | |||||||
Mast Hill Fund LLP [Member] | ||||||||
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Stock issued during the period shares | 4,960,000 | |||||||
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] | 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 | |||||||
Mast Hill Fund LLP [Member] | Securities Purchase Agreement One [Member] | Promissory Note Amendment Agreement [Member] | ||||||||
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Long-Term Debt, Maturity Date | Sep. 18, 2023 | |||||||
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 18% | |||||||
Mast Hill Fund LLP [Member] | Securities Purchase Agreement One [Member] | Promissory Note Amendment Agreement [Member] | Maximum [Member] | ||||||||
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Long term debt increase in the principal amount | $ 40,891 | |||||||
Mast Hill Fund LLP [Member] | Securities Purchase Agreement One [Member] | Promissory Note Amendment Agreement [Member] | Minimum [Member] | ||||||||
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Long term debt increase in the principal amount | $ 40,023 | |||||||
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% | 16% | |||||
Debt instrument maturity date | Jun. 07, 2023 | |||||||
Debt instrument conversion price per share | $ 0.037 | $ 0.037 | ||||||
Mast Hill Fund LLP [Member] | Securities Purchase Agreement Two [Member] | Promissory Note Amendment Agreement [Member] | ||||||||
Disclosure In Entirety Of Convertible Note [Line Items] | ||||||||
Long-Term Debt, Maturity Date | Sep. 18, 2023 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Receivables [Abstract] | ||
Accounts Receivable, Gross | $ 2,506 | $ 1,460 |
Less: Allowance for Credit Losses | 0 | 0 |
Accounts Receivable, Net | $ 2,506 | $ 1,460 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property, Plant and Equipment (Details) - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 2,323 | $ 2,323 |
Less: Accumulated Depreciation | (1,741) | (776) |
Equipment, net | $ 965 | $ 1,547 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 194 | $ 194 | $ 582 | $ 582 |
Operating Lease Right of Use _3
Operating Lease Right of Use Asset and Lease Liability (Details) - USD ($) | 7 Months Ended | |
Apr. 01, 2023 | Sep. 30, 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 ($) | Nov. 30, 2023 | Feb. 28, 2023 |
2024 | $ 79,800 | |
2025 | 79,800 | |
2026 | 26,600 | |
Total lease payments | 186,200 | |
Less: present value discount | (8,306) | |
Total lease liabilities | 177,894 | $ 0 |
Less: current portion | (74,311) | 0 |
Non-current lease liabilities | $ 103,583 | $ 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) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2023 USD ($) | Nov. 30, 2023 USD ($) | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 6,650 | $ 6,650 |
Weighted average remaining lease term – operating leases | 2 years 3 months 18 days | 2 years 3 months 18 days |
Weighted average discount rate – operating leases | 3.81% | 3.81% |
Operating Lease Right of Use _6
Operating Lease Right of Use Asset and Lease Liability - Schedule of lease expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2023 | Nov. 30, 2023 | |
Lease, Cost [Abstract] | ||
Amortization of ROU asset | $ 18,140 | $ 47,993 |
Interest on lease liabilities | 1,810 | 5,207 |
Total operating lease expense | $ 19,950 | $ 53,200 |
Note Payable Related Party - Ad
Note Payable Related Party - Additional Information (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 12, 2022 | Aug. 31, 2023 | Nov. 30, 2023 | Feb. 28, 2023 | Jul. 18, 2023 | |
Related Party Transaction [Line Items] | |||||
Note Payable Related party | $ 309,500 | $ 293,000 | |||
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||
Mr . James [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan received | $ 32,500 | ||||
David Deming [Member] | |||||
Related Party Transaction [Line Items] | |||||
Note Payable Related party | $ 195,000 | ||||
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | ||||
Loan received | $ 64,000 | 195,000 | |||
Number of shares authorized for issuance of Common Shares | 5,270,271 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.037 | ||||
Mango Moi, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Note Payable Related party | 17,500 | ||||
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | ||||
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 | 171,000 | $ 48,000 | |||
Repayment of long term debt | $ 10,000 | ||||
Ian James [Member] | Loan From Ian James [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan received | $ 4,000 |
Deferred Compensation (Details)
Deferred Compensation (Details) - USD ($) | 9 Months Ended | ||
Jul. 18, 2023 | Nov. 30, 2023 | Feb. 28, 2023 | |
Deferred Compensation [Line Items] | |||
Deferred compensation | $ 349,135 | $ 379,759 | |
Deferred compensation arrangement with individual fair value of shares issued | $ 331,103 | ||
Ian James [Member] | |||
Deferred Compensation [Line Items] | |||
Deferred compensation arrangement with individual fair value of shares issued | $ 186,096 | ||
Deferred compensation arrangement with individual shares issued | 5,029,622 | ||
Deferred share based compensation issue price per share | $ 0.037 | ||
Stephen Letourneau [Member] | |||
Deferred Compensation [Line Items] | |||
Deferred compensation arrangement with individual fair value of shares issued | $ 145,007 | ||
Deferred compensation arrangement with individual shares issued | 3,919,109 | ||
Deferred share based compensation issue price per share | $ 0.037 |
Stock Purchase Warrant Liabil_2
Stock Purchase Warrant Liability (Details) - USD ($) | 9 Months Ended | |||
Nov. 30, 2023 | Feb. 28, 2023 | Jun. 07, 2022 | Apr. 18, 2022 | |
Class of Warrant or Right [Line Items] | ||||
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 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Macrab LLB [Member] | Standby Equity Commitement Agreement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock shares subscriptions | $ 5,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Macrab LLB [Member] | Standby Equity Commitement Agreement [Member] | Common Stock Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants exercisable date of issuance | 24 months | |||
Class of warrant or right number of securities called by warrants or rights | 1,785,714 |
Shareholder Equity (Details)
Shareholder Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jul. 11, 2022 | Jun. 18, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Aug. 31, 2023 | |
Shareholder Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued | 700,000 | 700,000 | 700,000 | ||||||||
Preferred stock shares outstanding | 700,000 | 700,000 | 700,000 | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued | 419,209,183 | 419,209,183 | 404,014,987 | ||||||||
Common stock, shares outstanding | 419,209,183 | 419,209,183 | 404,014,987 | ||||||||
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) | $ 408,121 | $ 4,445,628 | $ 4,445,628 | ||||||||
Stock price (in Dollars per share) | $ 0.11 | $ 0.22 | $ 0.22 | ||||||||
Expected term | 5 years | 5 years | 5 years | ||||||||
Interest rate | 1.26% | 1.01% | 1.01% | ||||||||
Total stock option expense (in Dollars) | $ 51,015 | $ 384,437 | $ 597,609 | $ 1,301,499 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 20,000,000 | 20,000,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 25 | $ 25 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 163% | 172% | 172% | ||||||||
Total Unamortized Stock Option Expense | $ 17,005 | $ 614,613 | |||||||||
Common Share Option Cancellation Agreement [Member] | Nicola Finley [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Common stock, par value (in Dollars per share) | $ 1 | ||||||||||
Share Based Compensation By Share Based Award Options To Purchase Shares Forfeited | 4,000,000 | ||||||||||
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] | One Director [Member] | |||||||||||
Shareholder Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | ||||||||||
Common stock, share subscribed but unissued, subscriptions receivable | $ 83 |
Shareholder Equity - Summary of
Shareholder Equity - Summary of Assumptions Used for Valuation of Fair Value of Stock Options (Details) - $ / shares | 9 Months Ended | ||
Jan. 01, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.26% | 1.01% | 1.01% |
Expected term | 5 years | 5 years | 5 years |
Expected volatility rate | 163% | 172% | 172% |
Stock price | $ 0.11 | $ 0.22 | |
Total fair valued stock option | $ 408,121 | $ 4,445,628 | $ 4,445,628 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 9 Months Ended | |||
Nov. 30, 2023 | Aug. 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 | 500,000,000 | |
Fair market value (in Dollars) | $ 550,000 | |||
Common stock, shares issued | 419,209,183 | 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 |
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 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 9 Months Ended | |
Nov. 30, 2023 USD ($) Votes | Feb. 28, 2023 USD ($) | |
Goodwill [Line Items] | ||
Goodwill | $ 583,484 | $ 583,484 |
Number of Reporting Units | Votes | 1 | |
Reporting Unit, Zero or Negative Carrying Amoun | $ 1,597,745 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Nov. 30, 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 | 152,787 |
Base salary per annum | 12,732.25 |
Additional payment | 41,140 |
Jacob Ellman Employment Agreement [Member] | |
Additional fees | 128,656 |
Base salary per annum | 10,721.33 |
Additional payment | $ 70,632 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 04, 2023 Votes shares | Nov. 30, 2023 shares | Sep. 18, 2023 shares | Aug. 31, 2023 shares | Feb. 28, 2023 shares |
Subsequent Events (Details) [Line Items] | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Preferred stock, shares issued | 700,000 | 700,000 | |||
Amendment To Increase The Authorized Capital [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Common stock shares authorized | 2,000,000,000 | ||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Class A Preferred Shares | |||||
Subsequent Events (Details) [Line Items] | |||||
Preferred stock number of votes per share | Votes | 1,000 | ||||
Preferred stock, shares issued | 300,000 |