Better For You Wellness (BFYW) 10-Q 2025 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

August 31, 2024

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

                                

to

                                 

Commission File Number:

000-56262

BETTER FOR YOU WELLNESS, INC.

(Exact name of registrant as specified in its charter)

Nevada	87-2903933
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1349 East Broad Street Columbus, OH	43205
(Address of principal executive offices)	(Zip Code)

(888) 287-7555

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes



No

¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

x

No

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

¨

No

x

The number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, outstanding as of October

18

, 2024 was 507,804,946 shares of Common Stock and 998,796 shares of Series A Preferred Stock issued and outstanding.

INDEX 

		Page
	PART I - FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS – UNAUDITED	1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2024 (UNAUDITED) AND FEBRUARY 28, 2024 (AUDITED)	1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2024 AND 2023 (UNAUDITED)	2
	STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2024 AND 2023 (UNAUDITED)	3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2024 AND 2023 (UNAUDITED)	5
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	6
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	16
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4	CONTROLS AND PROCEDURES	21
	PART II - OTHER INFORMATION	22
ITEM 1	LEGAL PROCEEDINGS	22
ITEM 1A	RISK FACTORS	22
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4	MINE SAFETY DISCLOSURES	22
ITEM 5	OTHER INFORMATION	22
ITEM 6	EXHIBITS	23
SIGNATURES		24

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BETTER FOR YOU WELLNESS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	August 31, 2024			February 28, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,999		$	1,716
Accounts receivable		8,262			2,634
Prepaid expenses		13,934			4,634
Other receivable- related party		—			5,152
Inventory		56,091			55,416
Total current assets		81,286			69,552
Equipment, net		3,053			5,260
Right-of-use assets - operating leases		114,553			146,454
Total assets	$	198,892		$	221,266
LIABILITIES AND STOCKHOLDERS ’  DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	803,395		$	601,487
Deferred compensation		261,814			85,823
Notes payable- related party		496,731			449,287
Accrued interest		236,979			165,843
Operating lease liabilities - current portion		69,810			65,765
Convertible notes payable, net of discount		850,914			766,419
Total current liabilities		2,719,643			2,134,624
Long-term liabilities
Lease liability- net of current portion		44,743			80,689
Total liabilities		2,764,386			2,215,313
Commitments and contingencies (Note 18)
STOCKHOLDERS' DEFICIT:
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 998,796 and 700,000 shares issued and outstanding as of August. 31, and Febr uar y 28, 2024 respectively)		100			70
Common stock ($0.0001 par value, 2,000,000,000 and 500,000,000 shares authorized, 507,804,946 and 419,509,183 issued as of August 31, 2024 and February 28, 2024 respectively)		50,783			41,953
Additional paid in capital		6,485,445			6,493,465
Accumulated deficit		(9,101,822	)		(8,529,535	)
Total stockholders' deficit		(2,565,494	)		(1,994,047	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	198,892		$	221,266

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

1

BETTER FOR YOU WELLNESS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Period Ended August 31,						For the Six Months Period Ended August 31,
	2024			2023			2024			2023
Revenue
Merchandise sales	$	5,844		$	1,804		$	11,533		$	3,654
Cost of goods sold		(3,657	)		(381	)		(8,976	)		(1,313	)
Gross profit		2,187			1,423			2,557			2,341
Operating expenses
Share based expenses		—			180,718			560			573,668
Selling, general and administrative		199,503			281,394			424,917			593,450
Total operating expenses		199,503			462,112			425,477			1,167,118
Operating loss		(197,316	)		(460,689	)		(422,920	)		(1,164,777	)
Other expense
Gain on d ebt s ettlement		1,979			—			1,979			—
Interest expense		(107,809	)		(25,505	)		(151,346	)		(69,301	)
Total other expense		(105,830	)		(25,505	)		(149,367	)		(69,301	)
Net loss	$	(303,146	)	$	(486,194	)	$	(572,287	)	$	(1,234,078	)
Net loss per common shares outstanding – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted		507,804,946			411,804,068			496,856,824			407,943,223

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

2

BETTER FOR YOU WELLNESS

CONSOLIDATED AND CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT

FOR THE THREE AND SIX MONTHS PERIOD ENDED AUGUST 31, 2024 AND 2023

(Unaudited)

	Common Shares				Class A Preferred Shares				Additional Paid- In			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
SIX MONTHS
Balances, February 28, 2023		404,014,987	$	40,403		700,000	$	70	$	4,933,281		$	(6,075,601	)	$	(1,101,847	)
Common shares issued for services to the company		975,194		98		—		—		11,852			—			11,950
Common shares issued for settlement of debt		5,270,271		527		—		—		194,473			—			195,000
Common shares issued for settlement of deferred compensation		8,948,731		895		—		—		330,208			—			331,103
Stock option expense		—		—		—		—		546,594			—			546,594
Net loss		—		—		—		—		—			(1,234,078	)		(1,234,078	)
Balances, August 31, 2023		419,209,183	$	41,923		700,000	$	70	$	6,016,408		$	(7,309,679	)	$	(1,251,278	)
Balances, February 28, 2024		419,509,183	$	41,953		700,000	$	70	$	6,493,465		$	(8,529,535	)	$	(1,994,047	)
Common shares issued for conversion of deferred compensation		87,995,763		8,800		—		—		(8,800	)		—			—
Common shares issued for services to the company		300,000		30		—		—		810			—			840
Preferred shares issued for asset purchase		—		—		298,796		30		(30	)		—			—
Net loss		—		—		—		—		—			(572,287	)		(572,287	)
Balances, August 31, 2024		507,804,946	$	50,783		998,796	$	100	$	6,485,445		$	(9,101,822	)	$	(2,565,494	)

 The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

3

BETTER FOR YOU WELLNESS

CONSOLIDATED AND CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT

FOR THE THREE AND SIX MONTHS PERIOD ENDED AUGUST 31, 2024 AND 2023

(Unaudited)

	Common Shares				Class A Preferred Shares				Additional Paid- In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
THREE MONTHS
Balances, May 31,2023		404,114,987	$	40,413		700,000	$	70	$	5,318,659	$	(6,823,485	)	$	(1,464,343	)
Common shares issued for services to the company		875,194		88		—		—		10,912		—			11,000
Common shares issued for settlement of debt		5,270,271		527		—		—		194,473		—			195,000
Common shares issued for settlement of deferred compensation		8,948,731		895		—		—		330,208		—			331,103
Stock option expense		—		—		—		—		162,156		—			162,156
Net loss		—		—		—		—		—		(486,194	)		(486,194	)
Balances, August 31, 2023		419,209,183	$	41,923		700,000	$	70	$	6,016,408	$	(7,309,679	)	$	(1,251,278	)
Balances, May 31, 2024		507,804,946	$	50,783		998,796	$	100	$	6,485,445	$	(8,798,676	)	$	(2,262,348	)
Net loss		—		—		—		—		—		(303,146	)		(303,146	)
Balances, August 31, 2024		507,804,946	$	50,783		998,796	$	100	$	6,485,445	$	(9,101,822	)	$	(2,565,494	)

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

4

BETTER FOR YOU WELLNESS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Period Ended August 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(572,287	)	$	(1,234,078	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		560			558,544
Amortization of debt i ssuance costs		4,285			25,196
Amortization of debt premium		62,270			—
Non-cash default		17,940			—
Depreciation		2,698			388
Changes in Operating Assets and Liabilities:
Accounts receivable		(5,628	)		(799	)
Inventory		(675	)		69
Prepaid expenses		(9,020	)		8,473
Other receivable- related party		5,152			(29,324	)
Accounts payable and accrued expenses		70,749			223,287
Accrued interest		71,136			44,105
Deferred compensation		175,991			200,320
Other current liabilities		—			(245	)
Net Cash Used in Operating Activities		(176,829	)		(204,064	)
Cash Flows from Investing Activities:
Purchase of fixed assets		(490	)		—
Net Cash Flows from Financing Activities		(490	)		—
Cash Flows from Financing Activities:
Proceeds from notes payable related party		181,648			211,000
Repayment of notes payable related party		(3,046	)		(17,500	)
Net Cash Flows from Financing Activities		178,602			193,500
Net increase (decrease) in cash		1,283			(10,564	)
Cash at beginning of the period :		1,716			13,773
Cash at end of the period :	$	2,999		$	3,209
Supplemental Disclosure of Non-Cash Activities:
Preferred shares issued for asset purchase	$	30		$	—
Preferred shares issuable for asset purchase		0.12			—
Common shares issued for conversion of deferred compensation		8,800			—
Common shares issued for settlement of debt		—			195,000
Common shares issued for settlement of deferred compensation	$	—		$	331,103

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

5

BETTER FOR YOU WELLNESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2024 AND 2023

(Unaudited)

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.

On December 4, 2023,

t

he Company

acquired

certain

assets of 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. Stephen James Curated Coffee Collection (“SJCCC ") is a premium coffee brand sold in 35 select Ohio Kroger stores, direct-to-consumer at the website GetSJCoffee.com, through Amazon.com. BFYW is in discussions with major national grocers and retailers about expanding sales. Amazon, the e-commerce giant, carries 14 of SJCCC’s premium coffee products and ships to more than 100 countries around the globe.

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 by selling its premium coffee, Stephen James Curated Coffee Collection.

On December 6, 2023, the Company filed a Schedule Pre-14C to increase the authorized shares to 2,000,000,000 shares of common stock at a par value of $0.0001. The effective date of the increase of authorized shares was January 17, 2024.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These consolidated interim 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.

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s interim 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 interim financial statements.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to

the

Consolidated Statements of Cash Flows for six months period ended August 31, 2024, to

reclassify

accounts payable to note

s

payable related party of

$131,158. 

6

Reportable segments

The Company has a

single

reportable segment and

single

operating segment structure.

Use of Estimates

The preparation of financial statements in conformity withU.S. 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 on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, sales returns, stock-based compensation, beneficial conversion features, useful lives of property and equipment, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents on August 31, 2024 and February 28, 2024, were $2,999 and $1,716, respectively.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. We use our estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. See Note 6.

The Company has also utilized the following practical expedients:

● Short-term leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of ASC 842.

● For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a non-lease component.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and accounts receivable. As of August 31, 2024 and February 28, 2024, the Company’s cash was held by financial institutions that management believes have acceptable credit. Accounts receivables are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily

three

to five years).

7

Accounts Receivable, net

The Company adopted FASB Accounting Standards Update (“ASU”) No. 2016-13

, Measurement of Credit Losses on Financial Instruments

effective January 1, 2023

.

In accordance with this standard, the Company recognizes an allowance for credit losses for its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the credit losses expected to arise over the asset's life and is

estimated based

on

past events, current conditions

and reasonable forecasts

.

Actual results could vary from the estimate.

Accounts are charged against the allowance when management deems them to be uncollectible. Based on its assessment, management determined that the risk of credit loss was not material; therefore, there was no valuation allowance recorded as

of August 31, and February 28, 2024

.

Accounts receivables are reported on the balance sheet at the net amounts expected to be collected by the Company. As of August 31, and February 28, 2024, the Company had net accounts receivable of

$8,262 and $2,634, respectively.

Inventory

Inventory primarily consists of coffee and related component parts for sale online and at select retailers, are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis.

As of Augus

t

 31, 2024 and February 28, 2024 the Company had $56,091 and $55,416 respectively.  $51,374 of the inventory balance was obtained on December 4, 2023, pursuant to an asset purchase agreement with The Ideation Lab, LLC as described in Note 11.

The Company periodically reviews its inventories to determine whether any inventory has become obsolete or has declined in value and records a charge to operations for known and estimated inventory obsolescence. At both August 31, 2024 and February 28, 2024, the allowance for inventory obsolescence was $0.

Revenue Recognition

Revenue is recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of August 31

,

2024 and February 28, 2024, the Company had no deferred revenues.

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 August 31, 2024 and February 28, 20

2

4 as a 100% valuation allowance has been established on deferred tax assets at August 31, 2024 and February 28, 2024, due to the uncertainty of our ability to realize future taxable income.

8

Basic/ Diluted 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.

Potential common shares include options and warrants to purchase common shares, preferred shares and convertible promissory notes, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e., an increase in earnings per share amounts or a decrease in loss per share amounts) on net loss per share.

Advertising Costs

Advertising and marketing costs are expensed as incurred. $8,044 and $0 in

advertising and marketing costs were incurred during the three months period   ended August 31, 2024 and 2023 respectively.

$29,068 was incurred in advertising and marketing costs and $480 was credit adjustments in advertising and marketing costs during the six months period ended August 31, 2024 and 2023 respectively.

Research and Development

Research and Development costs are expensed as incurred. No research and development costs were incurred during the three

-

and six

-

months period ended August 31, 2024 and 2023

,

respectively.

Related Parties

The Company follows ASC 850,

Related Party Disclosures,

for the identification of related parties and disclosure of related party transactions. See notes 7 and 11 below for details of related party transactions in the

periods presented

.

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 expenses in the financial statements based on their grant date fair values. That expense is recognized over the period when an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or the straight-line attribution method.

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 grant date.

Except as specified for the Independent Directors’ compensation, the Company had no stock-based compensation plans as of August 31, 2024 and February 28, 2024.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective

December 15, 2022 for fiscal years beginning after December 15, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this guidance as of fiscal year beginning March 1, 2023.

9

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves financial reporting by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of significant profit or loss on an annual and interim basis. This ASU also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU is required to be applied retrospectively for all prior periods presented in the financial statements.

The Company has adopted this guidance as of Fiscal year beginning March 1, 2024.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard “for annual financial statements that have not yet been issued or made available for issuance.” We are currently evaluating the impact of this ASU but do not expect any material impact upon adoption.

There are no other accounting standards that have been issued but not yet adopted that we believe could have a material impact on our consolidated financial statements.

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

deficit

, 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.

Note 4 - Convertible Notes 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 Note bears an original issue discount of $31,000, and interest of 12% per year and had an original maturity date of April 12, 2023 (the "Maturity Date").

On June 7, 2022, the Company entered into a second Securities Purchase Agreement with Mast Hill Fund, L.P., 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 Note bears an original issue discount of $31,000, each bear interest of 12% per year and had an original maturity date of June 7, 2023 (the “Maturity Date”).

10

On September 18, 2023, the Company entered into an amendment of both promissory

 notes

. The outstanding principal balance of the notes increased by $40,891 and $40,023, respectively. The interest rate on both notes has been increased to 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 pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded of $80,914 on the consolidated statement of operations.

The above notes are 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. Further, 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. On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated April 12, 2022 until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037.

 

Interest ex

pense inc

u

rred during the periods presented for this note were as follows:

	For the three months period ended August 31,
	2024			2023
Stated interest expense	$	31,802		$	25,505
Effective interest rate		18	% *		12	%

* On September 18, 2023, the Company entered into an amendment of both promissory, under which interest rate on both notes has been increased to 18%

	For the six months period ended August 31,
	2024			2023
Stated interest expense	$	63,603		$	44,105
Amortization of debt issuance costs		—			14,863
Amortization of debt discount		—			10,333
Total interest expense		63,603			69,301
Effective interest rate		18	%*		12	%

* On September 18, 2023, the Company entered into an amendment of both promissory, under which interest rate on both notes has been increased to 18%

The outstanding balance as of August 31, 2024 and February 28, 2024 were $700,914 and $620,000 respectively.

The total interest expense payable on both the Mast Hill Fund promissory notes were $228,527 and $164,924 as of August 31, 2024 and February 28, 2024 respectively.

(B) On January 17, 2024, the Company entered into a convertible promissory note with 1800 Diagonal Lending, LLC with the principal amount of $ 65,000 of which $ 60,000 was received in cash and $ 5,000 was recorded as transaction fees. The note bears the interest rate of 12 % per annum and matures at November 30, 2024 . The note includes a conversion discount of 35 % and the conversion price shall be determined on the basis of the average of three lowest trading price of Common stock during the ten trading days period and is limited to convert no more than 4.99 % of the issued and outstanding Common Stock at time of conversion at any one time.

The Company accounted for the Diagonal Note under ASC 480 and recorded an aggregate debt premium of $35,000 with a charge to interest expense over the tenure of the note.

However, on

July 19, 2024, the Company received a notice of default and demand (the “

Default Notice

”) from the Lender due to its failure to make a required filings under the Securities Exchange Act of 1934.

After the default the Company recorded an revised aggregate debt premium of $52,500 with charge to interest expense as on the default date.

Further, the

Default Notice demanded the immediate payment of 150% of the remaining outstanding principal balance ($

65,000

.00 (current balance) * 1.5 = $

97,500

.00), together with accrued interest and “Default Interest,”. The default inter

e

s

t

as of August 31, 2024 is $2,586.

 

Interest ex

pense incurred during the per

iods presented f

or this note was as follows:

	For the three  months period ended August 31,
	2024			2023
Stated interest expense	$	5,567		$	—
Non-cash default		17,940			—
Amortization of debt  premium		52,500			—
Total interest expense	$	76,007		$	—
Effective interest rate		22%	*		—

	For the six months period ended August 31,
	2024			2023
Stated interest expense	$	7,533		$	—
Non-cash default		17,940			—
Amortization of debt  premium		62,270			—
Total interest expense	$	87,743		$	—
Effective interest rate		22%	*		—

* On July 19, 2024, the Company received the default notice under which it bears the default interest of 22%. Prior to July 19, 2024 interest was 12%

The outstanding balance as of August 31, 2024 and February 28, 2024 were $97,500 and $65,000 respectively.

The accrued interest expense balance on the

1800 Diagonal Lending promissory note was $8,452 and $919

as o

f August 31, 2024 and February 28, 2024 respectively. 

11

Note 5 - Property and Equipment, net

The Company’s property and equipment as of August 31, 2024, and year ended February 28, 2024, are as follows: 

	(Unaudited) For the Six Months Ended August 31, 2024			For the Year Ended February 28, 2024
Equipment	$	7,192		$	2,323
Addition		490			—
Equipment acquired, net of depreciation		—			4,869
Less: accumulated depreciation		(4,629	)		(1,932	)
Equipment, net	$	3,053		$	5,260

The Company recorded depreciation expenses of $1,356 and $194 for the

three

months ended August 31, 2024, and 2023, respectively

The Company recorded depreciation expenses of $2,697 and $388 for the six months ended August 31, 2024, and 2023, respectively.

Note 6 – Operating Lease Right of Use Asset and Lease Liability

On April 1, 2023, the Company entered into a lease agreement to lease 10,247 square feet office in Columbus, OH. The lease commenced on April 1, 2023 to March 31, 2026, with two one-year options to extend. The monthly rental payment of $6,650 has been accrued for sixteen months as of August 31, 2024.

The ROU asset obtained in exchange for the new operating lease liability was $200,215. The Company uses the implicit rate when it is readily determinable. The present value of lease obligations for the lease was calculated using incremental borrowing rate of 12%.

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 August 31	Operating Lease
2025		79,800
2026		46,550
Total lease payments		126,350
Less: present value discount		(11,797	)
Total lease liabilities		114,553
Less: current portion		(69,810	)
Non-current lease liabilities		44,743

The following table set forth addit

i

onal information pertaining to our leases:

For the three- and six-months ending August 31,	2024			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		1.6 years			2.6 years
Weighted average discount rate – operating leases		12	%		12	%

Notes 7 -

Notes

Payable - Related Party

As of Augu

s

t 31, 2024, and February 28, 2024, the balance of Notes payable to the related party was $496,731 and $449,287, respectively.  These

notes

are non-interest bearing, unsecured, and payable on demand.

12

Note 8 – Deferred Compensation

The Company has recognized $261,814 and $85,823 in deferred compensation as of August 31, 2024, and February 28, 2024, respectively, and are related to the Employment Agreements for Chief Executive Officer, Chief Branding Officer, and Chief Business Development Officer.

Note 9 - 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 in

to 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.

Note 10 - 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 998,796 and 700,000 shares issued and outstanding as of Augu

s

t 31, 2024, and February 28, 2024, respectively.

Pursuant to the asset purchase agreement dated December 4, 2023, out of 300,000 shares of series A preferred shares, on March 21, 2024, the Company issued 298,796 shares of Series A preferred stock. The remaining 1,204 series A preferred shares are expected to

be issued in Quarter 3 ending November 30, 2024.

Common Stock

Under the April 11, 2022, standby equity commitment agreement with MacRab, the Company reserved 25,000,000 Common Shares for MacRab, LLC.

Under the April 12, 2022, promissory note with Mast Hill Fund, L.P., the Company reserved 16,756,756 Common Shares for Mast Hill Fund, L.P., according to the Agreement.

Under the June 7, 2022, promissory note with Mast Hill Fund, L.P., the Company reserved 16,756,756 Common Shares for Mast Hill Fund, L.P., according to the Agreement.

Under the January 17, 2024, promissory note with 1800 Diagonal Lending, LLC, the Company reserved 84,714,285 Common Shares for 1800 Diagonal Lending, LLC, according to the Agreement

.

Effective January 17, 2024, the Company filed an amendment to its Articles of Incorporation to increase the authorized shares to

2,000,000,000

.

 

As of August 31, 2024, and February 28, 2024, respectively, 507,804,946 and 419,509,183 shares of common stock were issued and outstanding.

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.

13

Effecive

December 4, 2023, the Company entered into the asset purchase agreement with The Ideation Lab LLC(“TIL”)

with the Company app

roving th

e issuance

of 300,000 Series A Preferred Shares at $0.14862 per share to TIL for the sale of assets. The 298,796 shares were issued as of May 31, 2024 and remaining 1,204 shares are expected to be issued in Quarter 3 ending November 30, 2024.

On February 28, 2024, 300,000 shares of Restricted Common Stock including 25,000 shares issuable as of November 30, 2023 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, totalling $840.

On March 22, 2024, 38,196,743 and 49,799,020 shares were issued to Stephen Letourneau and Ian James respectively for the conversion of deferred compensation in the amount of $199,196 and $152,787 respectively.

On May 31, 2024, 300,000 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 $840.  

Stock Options

We did not make any stock option grants during the six months ended August 31, 2024 and

4,000,000

options granted during six months ended August 31, 2023.

 

A summary of stock option activity during the six months ended August 31, 2024 and 2023 is as follows:

 

					Weighted-
			Weighted-		Average
	Shares		Average		Remaining		Aggregate
	Under		Exercise		Contractual		Intrinsic
	Option		Price		Life		Value
Outstanding at February 28, 2024		16,000,000	$	0.25		2.65 years	$	-
Forfeited		0		0
Outstanding at August 31, 2024		16,000,000	$	0.25		2.15 years	$	-
Exercisable at August 31, 2024		16,000,000	$	0.25		2.15 years	$	-

					Weighted-
			Weighted-		Average
	Shares		Average		Remaining		Aggregate
	Under		Exercise		Contractual		Intrinsic
	Option		Price		Life		Value
Outstanding at February 28, 2023		11,000,000	$	0.25		3.63 years	$	-
Forfeited		0		0
Granted		4,000,000		0.25
Outstanding at August 31, 2023		15,000,000	$	0.25		3.13 years	$	-
Exercisable at August 31, 2023		15,000,000	$	0.25		3.13 years	$	-

There was no

stock based compensation for the three and six months ended August 31, 2024. 

There were 

$162,156 and $546,594 

stock-based compensation for the three and six months ended August 31, 2023, respectively.

Note 11 - Asset Purchase Agreement - Related Party

On December 4, 2023, the Company acquired certain assets of 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. Stephen James Curated Coffee Collection (“SJCCC ") is a premium coffee brand sold in 35 select Ohio Kroger stores, direct-to-consumer at the website GetSJCoffee.com, through Amazon.com. BFYW is in discussions with major national grocers and retailers about expanding sales. Amazon, the e-commerce giant, carries 14 of SJCCC’s premium coffee products and ships to more than 100 countries around the globe.

The Company acquired the equipment and the inventory against 300,000 the Series A Preferred Shares which were issuable out of which 298,796 were issued as of May 31, 2024. The remaining 1,204 shares are still issuable as of August 31, 2024. See below for the details of the assets acquired:

	December 4, 2023
Assets acquired
Equipment	$	4,869
Inventory		51,374
Total assets	$	56,243

14

Note 12 - Commitments and Contingencies

Employment Agreements

No

new employment agreements during the period ended August 31, 2024 and 2023.

Note 13 - Subsequent Events 

On Sept

ember 10, 2024, the Board of Directors approved a Regulation D offering to raise $4 million to fund the growth of Stephen James Curated Coffee Collection. The funds generated from the offering will be used for general corporate purposes, packaging, manufacturing, advertising, and debt maturity obligations.

Both the outstanding promissory notes of Mast Hill Fund L.P. with the maturity date September 13, 2024, are under consideration for debt modification and extension, and will be reflected subsequently.

On October 10, 2024, Carter, Ledyard, and Milburn filed a judgment against the Company for its failure to pay the

$

15,000 

on July 15, 2024 and seeks it past legal fees and awaits the Court’s Clerk computation of interest and costs taxed by the Clerk from July 15, 2024 to the date of entry of judgment.

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be co

nsi

dered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Overview

Better For You Wellness is a growing LGBTQ+-controlled and led, plant-based, science-focused wellness company with digitally native functional beverage and skincare products. We operate within the six dimensions of wellness, which include Better Appearance, Fitness, Health, Mindfulness, Nutrition, and Sleep. Our Stephen James Curated Coffee Collection (“

SJCCC

”) finds its place within at least three pillars (Better Health, Mindfulness, and Nutrition), providing incredible-tasting coffee for customers seeking an intentional life. Under Mango Moi and Better Suds, we provide skin and hair care products that find their place in Better Appearance, Health, Mindfulness, and Sleep. We operate through two channels: Wholesale and Direct-to-Consumer. We were founded in 2020 and incorporated in Nevada. Our principal office is in Columbus, Ohio.

Our SJCCC has become our North Star and will be our compass to generating greater revenue and long-term profitability. As the brand has what is the greatest ability for rapid acceptance, growth, and profitability, it has become our primary focus. It should be unsurprising given that coffee is one of the globe’s most popular beverages, with more than 400 billion cups consumed each year and more than 450 million cups of coffee consumed daily in the United States, according to the editors of Publications International, Ltd. We are making certain SJCCC is a premium beverage that fuels the mind, body, and soul. We specialize in curating small batches of single-origin 100% Arabica beans from diverse regions around the globe for our Classic Collection, which is for our well-traveled coffee connoisseurs who prioritize wellness and actively seek intentional and mindful moments to savor and enjoy. We celebrate artisanal coffee by connecting people to their passion for this versatile beverage and its origins to create a personalized experience around coffee as our contribution to our customers' conscious lifestyles.

Our discerning customers want a clean, quality bean with distinct flavors that tantalize their taste buds. They can purchase it online, at groceries, retailers, resorts, and hotels. We provide them with a full-bodied line of certified Fair-Trade, Kosher, Organic, 100% Arabica premium coffees. We aim to awaken the senses through aroma, flavor, and texture, incorporating our global experiences into every cup.

Our Classic Collection

Our Classic Collection currently offers 16 SKUs of premium coffee from Brazil, Papua New Guinea, and Zambia, selected in small batches, which ensures delivery of fresh flavor, all-natural ingredients, and daily inspiration. What began as online sales have quickly gained traction via our website in 35 select Ohio Kroger stores, Amazon, a prestigious five-diamond resort/hotel, various retail boutiques, and Direct-to-Consumer (“

DTC

”). We have a growing wholesale channel serving boutiques, restaurants, and offices. Our Classic Collection is also sold in whole beans, ground coffee, individual pods compatible with Keurig machines, and ready-to-drink Nitro Cold Brew for customers.

Our Latin American Collection

Expanding our product range is another key aspect of our growth strategy. This summer, we aim to diversify our offerings by introducing the Latin American (“

LatAm

”) Collection. This exciting addition to our product line will include a variety of certified Fair-Trade, Kosher, Organic, 100% Arabica premium coffee blends, such as Light, Medium, Dark, Espresso, and Swiss Water Decaf. These options will be available in whole bean, ground, and K-Cup-style formats, catering to different brewing preferences.

Sourcing and Manufacturing

We insist on ethically sourced coffee, focusing on sustainable cultivation, manufacturing, and production whenever possible. To ensure product consistency, quality, and redundancy in our manufacturing, our coffee beans are roasted in Ohio and Massachusetts, and we plan to roast and manufacture in Ohio and Colorado.

16

Growth Capital

We follow a long-term strategic model that aligns with a pr

ove

n strategy that other premium and private coffee brands follow. The model assumes we raise $4 million of growth capital to buy green coffee beans, packaging, and manufacturing at a commercial scale to lower the per-unit costs. Additionally, the capital will fund our operations, retire maturing debt, and implement a comprehensive multichannel marketing strategy. This strategy will allocate approximately 25% of our gross revenue to advertising and marketing efforts in the next few years. We plan to gradually reduce this allocation to 21% as we progress. Our marketing plan is designed to effectively promote our products, drive sales, and solidify our market share via an aggressive 360° marketing approach, including Social Media Marketing, Search Engine Optimization (“

SEO

”), Pay-Per-Click Advertising, Amazon Advertising, Optimization, Targeted Email Campaigns, Geofencing Marketing, Trade Shows, Event Marketing, Narrowcast video, and Satellite Radio. Our priority throughout our marketing efforts will be data-driven decision-making. By closely monitoring the performance of each marketing channel and analyzing return on investment (“

ROI

”) data, we can make informed adjustments to our spending and campaign strategies. We aim to drive sales and maximize our reach within our target wellness demographic through targeted and optimized marketing techniques.

Sales Organization and Team Structure

To expand sales in brick-and-mortar grocers and retailers, we have retained a seasoned national coffee sales director who brings vast contacts of grocery and retail beverage directors and brokers. They are paid on an hourly project-based consultancy basis to help us build a network of stores within six hours of Columbus, Ohio, to minimize transit costs. The Sales Director reports directly to the Chief Operating Officer (COO), and we plan to add one Sales/Customer Service Representative for the first two years of full funding. In the third year, after full funding, we plan to add three additional Sales/Customer Service Representatives and a Director of Amenities to work directly with the hospitality market (i.e., Resorts/Hotels, etc.). To expand online sales, we have developed relationships with a network of vendors, starting with a Growth Manager who will report directly to the COO and help coordinate and manage the following: Amazon Manager, Brand Creative, Trade Marketing, Public Relations, Sales Strategy, Sales Action Plan. These online sales consultants will be paid from the funds raised on a project-by-project basis.

Performance and Result Measurement

We are in expansion discussions with numerous grocers, retailers, resorts, and hotels. We will measure performance results by the number of stores we sell and general revenue (projection to actual). After full funding of $4 million in growth capital within 12 months, we will seek sales in 251 stores and expect to generate over $1 million in year one. The following year, after full funding, we estimate sales in 770 stores and over $8 million in gross revenue to reach break-even/profitability within 20 months of full funding. We estimate sales in 1,770 stores, including Nespresso-style Pods, within year three to generate more than $24 million. By the fourth year, we project to be in over 2,700 stores, generating over $41 million in revenue. By the fifth year, we believe we could achieve sales in 4,000 stores and anticipate sales above $62 million.

Utilizing our DTC via our user-friendly website, GetSJCoffee.com, we estimate a 20% discount in our financial modeling of DTC purchases, inviting customers to indulge in our top-notch products. Furthermore, we have developed an enhanced subscription model that gives our loyal subscribers an exclusive up to 35% discount on their orders. This way, our customers can enjoy their favorite coffee blends while saving significantly.

Forecast

Assumption:

Our financial projections assume we can raise $4 million in growth capital within 12 months. If we fail to do so, the forecasts will be subject to change.

Our competitive market analysis identified and intensely scrutinized ten synergistic publicly traded coffee companies. We examined each company's twelve trailing months (“

TTM

”) of Revenue and Market Capitalization as of June 21, 2024. The analysis revealed an average Price-to-Sales ratio of 2.87. For our projected price-to-sale (“

P/S

”), we applied a 20% reduction to establish a 2.29 P/S.

NOTE:

Many reviewed companies have negative price-to-earnings; conversely, after funding, we project to break even by the 20th month and remain profitable for the foreseeable future.

17

Competitive Market Analysis

Companies	Symbol		Exchange		Market Cap		Revenue TTM		Price-to-Sale
Dutch Brothers, Inc.		BROS		NYSE		5,934,605,000		1,044,000,000		5.68
Westrock Coffee Company		WEST		NASDAQ		901,583,715		851,770,000		1.06
Black Rifle Coffee Company		BRCC		NYSE		1,358,815,360		410,520,000		3.31
Restaurant Brands International, Inc.		QSR		NYSE		21,798,750,000		7,171,000,000		3.04
Farmer Brothers, Inc.		FARM		NASDAQ		60,815,983		342,600,000		0.18
Hain Celestial Group, Inc.		HAIN		NASDAQ		632,502,323		1,765,000,000		0.36
Keurig Dr Pepper, Inc		KDP		NASDAQ		46,604,634,120		14,930,000,000		3.12
Coffee Holding Company		JVA		NASDAQ		10,104,222		73,060,000		0.14
Nestle		NSRGY		OTCM		281,201,100,000		93,351,000,000		3.01
Peets		JDPE		AEX		10,318,253,040		8,764,370,000		1.18
Average						36,882,116,376		12,870,332,000		2.87
Better For You Wellness		BFYW		OTCM	Price-to-Sale Average @ 20% reduction					2.29

Source:

Market Data collected from Fidelity, WSJ.com, StockAnalysis.com, and Yahoo Finance as of the June 21, 2024, market close.

Our revenue projections and associated costs like cost of goods (“

COGs

”) and operational expenses are meticulously calculated by leveraging Kroger's metrics and drawing on our collective experiences with manufacturing and distribution partners. The annual multiplication of revenue and price-to-sales ratios forms the basis for establishing a year-over-year projected market capitalization (i.e., revenue x P/S = market cap). Further, to estimate the Share Price, we divide the market cap by authorized shares, providing a projection for the share price (i.e., market cap / authorized shares = share price).

The graph below illustrates the results derived from this analysis. Please note that we have truncated the P/S decimal value in the graph for clarity and illustration purposes. These findings collectively underscore the potential trajectory and growth of our stock.

BETTER FOR YOU WELLNESS, INC. (OTCM: BFYW)

As of June 21, 2024, Per Share Price $0.0017

Current Market Cap $ 863,442 Shares Outstanding 507,807,233

Estimated Price-to-Sale

Ratio (P/S) 2.29

Estimated P/S applied to the Term of the Note for projection purposes only.

	Year One		Year Two			Year Three			Year Four			Year Five
Total Projected Revenue	$	1,076,046	$	8,037,618		$	22,128,139		$	36,944,824		$	56,347,341
Projected  Retained Earnings			$	(3,221,872	)	$	(3,322,949	)	$	(3,170,184	)	$	312,434
Assumes Estimated Shares Outstanding with a reverse split of 3500:1 in June 2024 and a forward split of 15:1 in Year Two*		145,116		2,177,174			2,177,602			2,178,031			2,178,460
Estimated Price Per Share	$	17.00	$	8.45		$	23.30		$	39.89		$	59.30
Projected Market Cap	$	2,464,145	$	18,406,145		$	50,673,457		$	84,603,647		$	129,176,869

The projections above are based upon a comprehensive market analysis of ten prominent publicly traded coffee companies.

Source:

Market Data collected from Fidelity, WSJ.com, StockAnalysis.com, and Yahoo Finance as of the June 21, 2024, market close.

*

NOTE:

We would expect to undertake a Forward Split to increase the common shares outstanding while decreasing the share price. We believe a Forward Split, as considered, would allow us to meet another up-listing requirement for a senior exchange.

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Our Ethos

Our dedication to success goes beyond business achievements. We are committed to making a positive social impact by supporting initiatives such as cancer research, suicide prevention, crisis intervention, and tackling food insecurity. These purpose-driven initiatives are seamlessly integrated into our core business strategies, reflecting our ethos of holistic well-being.

Results of Operations

The following table sets forth selected items in our consolidated financial data in dollar amounts period represented:

	For Three Months Period Ended August 31,						For Six Months Period Ended August 31,
	2024			2023			2024			2023
Revenues	$	5,844		$	1,804		$	11,533		$	3,654
Cost of goods		(3,657	)		(381	)		(8,976	)		(1,313	)
Gross profit		2,187			1,423			2,557			2,341
Operating expenses		199,503			462,112			425,477			1,167,118
Net loss	$	(303,146	)	$	(486,194	)	$	(572,287	)	$	(1,234,078	)

Revenues

The Company generated $5,844 and $1,804 in revenues for the three months ended August 31, 2024, and 2023, respectively. The revenue increased by $4,040 or 224% during three m

on

ths period ended which is due to increased sale of coffee beverages during the current period.

The Company generated $11,533 and $3,654 in revenues for the six months ended August 31, 2024, and 2023, respectively. The revenue increased by $7,879 or 216% during six months period ended which is due to sale of coffee beverages during the current period.

Cost of Goods Sold

We recorded $3,657 and $381 in cost of goods sold for the three months ended August 31, 2024, and 2023, respectively. The cost of goods sold increased by $3,276 or 860%, which was related to the increased sale of coffee beans from the company’s new product line Stephen James Curated Coffee Collection.

We recorded $8,976 and $1,313 in cost of goods sold for the six months ended August 31, 2024, and 2023, respectively. The cost of goods sold increased by $7,663 or 584%, which was related to the coffee business due to an increase in raw material prices of the coffee business and the addition of whole bean coffee sales revenue during the period.

Gross Profit

We recorded $2,187 and $1,423 in gross profit for the three months ended August 31, 2024, and 2023, respectively. Gross profit increased during the current period because of the acquisition of the coffee brand and the additional of sales of coffee.

We recorded $2,557 and $2,341 in gross profit for the six months ended August 31, 2024, and 2023, respectively. Profit increased during the current period because of increase in sales related to the coffee business.

Operating Expenses

We recorded $199,503 and $462,112 in operating expenses for the three months ended August 31, 2024, and 2023, respectively. The reason for decrease in operating expenses was primarily due to a reduction in stock-based compensation in the current period, we incurred substantially lower operating expenses for the period ending August 31, 2024, compared to the prior period.

We recorded $425,477 and $1,167,118 in operating expenses for the six months ended August 31, 2024, and 2023, respectively. The reason for decrease in operating expenses was primarily due to a reduction in stock-based compensation in the current period, we incurred substantially lower operating expenses for the period ending August 31, 2024, compared to the prior period.

Other Expenses

We recorded $105,830 and $25,505 in other expenses for the three months ended August 31, 2024 and 2023, respectively. The reason for increase in other expense was primarily due to increase in the interest expense in current period, as

on July 19, 2024, the Company received the default notice for 1800 Diagonal Note under which it bears the default interest of 22%.

We recorded $149,367 and $69,301 in other expenses for the six months ended August 31, 2024 and 2023, respectively. The reason for increase in other expense was primarily due to increase in the interest expense in current period, as

on July 19, 2024, the Company received the default notice for 1800 Diagonal Note under which it bears the default interest of 22%.

Net Loss

We recorded a net loss of $303,146 and $486,194 for the three months ended August 31, 2024, and 2023, respectively. Our net loss for the three months ended August 31, 2024, was substantially lower than the same period of the prior year due to decreased operating expenses which is due to no stock option expense in the current period.

We recorded a net loss of $572,287 and $1,234,078 for the six months ended August 31, 2024, and 2023, respectively. Our net loss for the six months ended August 31, 2024, was substantially lower than the same period of the prior year due to decreased operating expenses which is due to no stock option expense in the current period.

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Liquidity and Capital Resources

At August 31, 2024 and February 28, 2024, we had cash of $2,999 and $1,716 and a working capital deficit of $2,638,357 and $2,065,075 respectively. The increase in the working capital deficit during the six months period ended August 31, 2024 was due to the increase in accrued interest and debt as a result of the default on the 1800 Diagonal note.

We had a total stockholders’ deficit of $2,565,494 and an accumulated deficit of $9,101,822 as of August 31, 2024 compared with a total stockholders’ deficit of $1,994,047 and an accumulated deficit of $8,529,535 as of February 28, 2024. This difference is primarily due to the net loss incurred during the period.

For the six months period ended August 31, 2024, we recorded a net loss of $572,287 and net cash used in operating activities of $176,829. The $395,458 addition in net loss to net cash used in operating activities was primarily the result of increases in operating liabilities.

For the six months period ended August 31, 2023, we recorded a net loss of $1,234,078 and net cash used in operating activities of $204,064. The $1,030,014 addition in net loss to net cash used in operating activities was primarily the result of non-cash compensation expense and increases in operating liabilities.

For the six month period ended August 31, 2024, $490 was used for the purchase of fixed assets during the period.

For the six month period ended August 31, 2023, we had no investing activities.

For the six month period ended August 31, 2024, we had net cash provided by financing activities of $178,602. The $178,602 addition in cash flow form financing activities was related to proceeds from related parties amounting to $181,648 offset by repayment of $3,046.

For the six month period ended August 31, 2023, we had net cash provided by financing activities of $193,500. The $193,500 addition in cash flow form financing activities was related to proceeds from related party amounting $211,000 offset by repayment of $17,500.

Critical Accounting Policies and Estimates

We prepare our consolidated interim financial statements in accordance with U.S. Generally Accepted Accounting Principles (“

GAAP

”). Pursuant to Note 2 – Summary of Significant Accounting Policies, the consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries.

The Company has applied ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue for products is recognized when the products are delivered to the customer, and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of August 31, 2024 and 2023, the Company had no deferred revenues.

Off –Balance Sheet Arrangements

As of August 31, 2024, we do not have any off-balance sheet arrangements, as defined under applicable SEC rule.

Financial Statements and Exhibits

The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination. The business purpose of the Company is to seek the acquisition of or merger with an existing company.

The Company is an “emerging growth company” (“

EGC

”), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC’s) reporting and disclosure rules (See Emerging Growth Companies Section Below).

The Company has elected February 28th as its year-end.

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “

Exchange Act

”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, Ian James, who serves as our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Mr. James, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a- 15(e) of the Exchange Act, as of August 31, 2024. Based on his evaluation, Mr. James concluded that the Company’s disclosure controls and procedures were not effective as of August 31, 2024.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have taken limited steps to meet our Sarbanes-Oxley (SOX) Section 404 compliance requirements and implement procedures to assure financial reports are prepared in accordance with generally accepted accounting principles (GAAP) and therefore fairly represent the results and condition of the Company. We are not materially compliant with the Section 404 requirements due to economic constraints.

21

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

On January 25, 2024, Carter, Ledyard, and Milburn, LLP, the Company’s former SEC Counsel, filed a complaint in the New York Superior Court seeking payment for past legal fees of $99,698.91. Carter, Ledyard and Milburn, LLP, and BFYW reached a settlement filed on May 21, 2024, with the New York Clerk stipulating a settlement of $50,000. The $50,000 settlement is payable in three installments: $15,000 by July 15, 2024, $15,000 due by January 1, 2025, and the remaining balance of $20,000 shall be due by April 1, 2025.

On October 10, 2024, Carter, Ledyard, and Milburn filed a judgment against the Company for its failure to pay the $15,000 on July 15, 2024 and seeks it past legal fees and awaits the Court’s Clerk computation of interest and costs taxed by the Clerk from July 15, 2024 to the date of entry of judgment.
 
There are presently no other pending legal proceedings to which the Company or any of its property is subject or any material proceedings to which any director, officer, or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

During the quarter ended August 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non- Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

22

Item 6. Exhibits

SEC Ref. No.	Title of Document
31.1*	Rule 13a-14(a) Certification by Principal Executive Officer
31.2*	Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**	Section 1350 Certification of Principal Executive and Financial and Accounting Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101).

*Filed with this Report.

**Furnished with this Report.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Better For You Wellness, Inc.
Date: October 18 , 2024	By:	/s/ Ian James
		Ian James, Chairman and Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

24