UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-Q

x(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2023~~

ORFor the quarterly period ended 

¨May 31, 2024

~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~Or

~~For~~ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~COMMISSION~~For ~~FILE~~the ~~NUMBER:~~transition ~~000-56262~~period from

to

BetterCommission ForFile You Wellness, Inc.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.)

c/o Ian James 1349 East Broad Street Columbus, OH		43205
1349 East Broad Street Columbus, OH	43205
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)	(Zip Code)

(~~614~~888) ~~368~~287-~~9898 (registrant’s telephone number, including area code)~~7555

~~N/A~~ (~~former~~Registrant’s ~~name~~telephone ~~or former mailing address~~number, ifincluding ~~changed~~area ~~since last report~~code)

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

Title of ~~each~~Each ~~class~~Class Trading ~~Symbols~~Symbol(s) Name of each exchange on ~~which~~whichregistered ~~registered~~Not ~~None~~applicable ~~None~~Not ~~None~~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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

xIndicate 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

¨

No

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

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ¨a ~~Non~~non-accelerated filer, xa ~~Smaller~~smaller reporting company, xor ~~Emerging~~an emerging growth company. xSee 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		Smaller reporting company	
		Emerging growth company	

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 

¨

 YesNo 



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

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.~~16

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

9
4
700,000
INDEX 

		Page
	PART I - FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS – UNAUDITED	1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF NOVEMBER 30, 2023 (UNAUDITED) AND FEBRUARY 28, 2023 (AUDITED)	1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2024 (UNAUDITED) AND FEBRUARY 28, 2024 (AUDITED)	1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022 (UNAUDITED)	2
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2024 AND 2023 (UNAUDITED)	2
	STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022 (UNAUDITED)	3-4
	STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MAY 31, 2024 AND 2023 (UNAUDITED)	3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022 (UNAUDITED)	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MAY 31, 2024 AND 2023 (UNAUDITED)	4
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	65
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	1615
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2120
ITEM 4	CONTROLS AND PROCEDURES	2120
	PART II - OTHER INFORMATION	21
ITEM 1	LEGAL PROCEEDINGS	21
ITEM 1A	RISK FACTORS	21
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4	MINE SAFETY DISCLOSURES	21
ITEM 5	OTHER INFORMATION	21
ITEM 6	EXHIBITS	22
SIGNATURES		23

	PART II - OTHER INFORMATION
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

iItem 1. Financial Statements

PART I - FINANCIAL INFORMATION

BETTER FOR YOU WELLNESS, INC.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	November 30, 2023			February 28, 2023
ASSETS
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			—
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			—
Total assets	$	797,802		$	619,736
LIABILITIES AND STOCKHOLDER’S DEFICIT
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
Accrued interest		135,236			60,243
Operating lease liabilities - current portion		74,311			—
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			—
Total long-term liabilities		103,583			—
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
Share issuable		83			—
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

(Unaudited)

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

	May 31, 2024			February 28, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,026		$	1,716
Accounts receivable		8,565			2,634
Prepaid expenses		17,379			4,634
Other receivable- related party		—			5,152
Inventory		54,988			55,416
Total current assets		82,958			69,552
Equipment, net		3,918			5,260
Right-of-use assets - operating leases		130,742			146,454
Total assets	$	217,618		$	221,266

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	724,107		$	601,487
Deferred compensation		173,819			85,823
Notes payable- related party		474,068			449,287
Accrued interest		199,611			165,843
Operating lease liabilities - current portion		67,758			65,765
Convertible notes payable, net of discount		777,619			766,419
Total current liabilities		2,416,982			2,134,624
Long-term liabilities
Lease liability- net of current portion		62,984			80,689
Total liabilities		2,479,966			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 May 31, and February 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 May 31, and February 28, 2024 respectively)		50,783			41,953
Additional paid in capital		6,485,445			6,493,465
Accumulated deficit		(8,798,676	)		(8,529,535	)
Total stockholders' deficit		(2,262,348	)		(1,994,047	)
TOTAL LIABILITIES & EQUITY (DEFICIT)	$	217,618		$	221,266

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

BETTER FOR YOU WELLNESS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended November 30,						For the Nine Months Ended November 30,
	For the Three Months Period Ended May 31,
				As Restated						As Restated
	2024			2023
	2023			2022			2023			2022
Revenue
Revenue
Merchandise sales	$	5,689		$	1,850
Merchandise sales	$	995		$	6,986		$	4,649		$	9,008
Cost of goods sold		(5,319	)		(932	)
Cost of goods sold		(583	)		(5,823	)		(1,896	)		(15,381	)
Gross profit (loss)		370			918
Gross profit (loss)		412			1,163			2,753			(6,373	)
Operating expenses
Operating expenses
Share based expenses		560			392,950
Share based expenses		54,467			457,174			628,135			1,453,106
Selling, general and administrative		225,414			312,056
Selling, general and administrative		231,708			258,401			825,158			852,184
Total operating expenses		225,974			705,006
Total operating expenses		286,175			715,575			2,036,777			2,305,290
Operating loss		(225,603	)		(704,088	)
Operating loss		(285,763	)		(714,412	)		(2,034,024	)		(2,311,663	)
Other expense
Other expense
Interest expense		(43,538	)		(43,797	)
Interest expense		(30,888	)		(55,935	)		(100,189	)		(128,453	)
Total other expense		(43,538	)		(43,797	)
Loss on debt extinguishment		(80,914	)		—			(80,914	)		—
Net loss	$	(269,141	)		(747,885	)
Total other expense		(111,802	)		(55,935	)		(181,103	)		(128,453	)
Net loss per common shares outstanding – basic and diluted	$	(0.00	)	$	(0.00	)
Net loss	$	(397,565	)	$	(770,347	)	$	(1,631,643	)	$	(2,440,116	)
Weighted average common shares outstanding – basic and diluted		486,026,424			404,081,291
Net loss per common shares outstanding – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding – basic and diluted		419,209,183			372,031,446			411,671,232			372,031,446

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

BETTER FOR YOU WELLNESS

INC

CONSOLIDATED AND CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S (DEFICIT)

~~2023~~FOR THE THREE MONTHS PERIOD ENDED MAY 31, 2024 AND 2023

(Unaudited)

	Common Shares				Class A Preferred Shares				Additional Paid- In			~~Shares~~Accumulated			~~Shares~~			~~Accumulated~~
	Shares		Amount		Shares		Amount		Capital			~~Cancellable~~Deficit			~~Issuable~~	Total		~~Deficit~~			~~Total~~
THREE MONTHS
Balances, February 28, 2023		404,014,987	$	40,403		700,000	$	70	$	4,933,281		$	(6,075,601	)		$	(1,101,847	)
Balance August 31, 2023		419,209,183	$	41,923		700,000	$	70	$	6,016,408		$	—		$	—		$	(7,309,679	)	$	(1,251,278	)
Common shares issued for services to the company		100,000		10		—		—		940			—				950
Stock Option Expense		—		—		—		—		51,015			—			—			—			51,015
Stock option expense		—		—		—		—		384,438			—				384,438
Common shares issuable for services to the company		—		—		—		—		—			—			83			—			83
Net loss for the period		—		—		—		—		—			(747,885	)			(747,885	)
Net loss		—		—		—		—		—			—			—			(397,565	)		(397,565	)
Balances, May 31, 2023		404,114,987	$	40,413		700,000	$	70	$	5,318,659		$	(6,823,486	)		$	(1,464,344	)
Balance November 30, 2023		419,209,183	$	41,923		700,000	$	70	$	6,067,423		$	—		$	83		$	(7,707,244	)	$	(1,597,745	)
Balances, February 28, 2024		419,509,183	$	41,953		700,000	$	70	$	6,493,465		$	(8,529,535	)		$	(1,994,047	)
Balances, August 31, 2022		385,198,451	$	38,521		700,000	$	70	$	3,773,889		$	—		$	—		$	(4,217,945	)	$	(405,464	)
Common shares issued for conversion of deferred compensation		87,995,763		8,800		—		—		(8,800	)		—				—
Common shares issued for services to the company		1300,~~350,~~000		~~135~~30		—		—		~~31,815~~810			—			—	840		—			~~31,950~~
Stock option expense		—		—		—		—		384,437			—			—			—			384,437
Preferred shares issued for asset purchase		—		—		298,796		30		(30	)		—				—
Common shares issued for notes payable extension		2,686,667		269		—		—		63,943			—			—			—			64,212
Net loss for the period		—		—		—		—		—			(269,141	)			(269,141	)
Common shares issued for debt settlement		760,870		76		—		—		17,424			—			—			—			17,500
Balances, May 31, 2024		507,804,946	$	50,783		998,796	$	100	$	6,485,445		$	(8,798,676	)		$	(2,262,348	)
Net loss		—		—		—		—		—			—			—			(770,347	)		(770,348	)
Balances, November 30, 2022		389,995,988	$	39,001		700,000	$	70	$	4,271,508		$	—		$	—		$	(4,988,292	)	$	(677,713	)

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

BETTER FOR YOU WELLNESS, INC.

CONSOLIDATED ~~AND CONDENSED~~ STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDER'S (DEFICIT)~~FLOWS

FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022

(Unaudited)

	Common Shares						Class A Preferred Shares				Additional Paid- In			Shares			Shares		Accumulated
	For the Three Months Period Ended May 31,
	Shares			Amount			Shares		Amount		Capital			Cancellable			Issuable		Deficit			Total
	2024			2023
NINE MONTHS
Cash Flows from Operating Activities:
Balances, February 28, 2022		370,747,042		$	37,075			700,000	$	70	$	2,395,265			(250,000	)	$	—	$	(2,548,176	)	$	(365,766	)
Net loss	$	(269,141	)	$	(747,885	)
Common shares cancelled and returned to the Company		(7,048,873	)		(705	)		—		—		(249,295	)		250,000			—		—			—
Adjustments to reconcile net loss to net cash used in operating activities:
Common shares issued for shares payable		325,000			33			—		—		(33	)		—			—		—			—
Stock-based compensation expense		840			385,388
Common shares issued for services to the company		11,495,000			1,150			—		—		554,233			—			—		—			555,383
Amortization of debt issuance costs		1,430			25,196
Common shares issued for purchase of Mango Moi		11,000,000			1,100			—		—		548,900						—		—			550,000
Amortization of debt premium		9,770			—
Common shares issued for cash received		30,282			3			—		—		3,747			—			—		—			3,750
Depreciation		1,342			194
Common shares issued for notes payable extension		2,686,667			269			—		—		63,943			—			—		—			64,212
Changes in Operating Assets and Liabilities:
Common shares issued for Debt settlement		760,870			76			—		—		17,424			—			—		—			17,500
Accounts receivable		(5,931	)		(553	)
Forfeiture of stock compensation		—			—			—		—		(444,563	)		—			—		—			(444,563	)
Inventory		428			563
Stock option expense		—			—			—		—		1,301,499			—			—		—			1,301,499
Prepaid expenses		(12,745	)		7,562
Warrants issued		—			—			—		—		30,702			—			—		—			30,702
Other receivable- related party		5,152			(19,857	)
Debt forgiveness		—			—			—		—		49,686			—			—		—			49,686
Accounts payable and accrued expenses		(8,538	)		94,380
Net loss		—			—			—		—		—			—			—		(2,440,116	)		(2,440,116	)
Accrued interest		33,768			18,600
Balances, November 30, 2022		389,995,988		$	39,001			700,000	$	70	$	4,271,508		$	—		$	—	$	(4,988,292	)	$	(677,713	)
Deferred compensation		87,996			100,160
Balances, February 28, 2023		404,014,987		$	40,403			700,000	$	70	$	4,933,281		$	—		$	—	$	(6,075,601	)	$	(1,101,847	)
Other current liabilities		—			(245	)
Common shares issued for services to the company		975,194			98			—		—		11,852			—			—		—			11,950
Net Cash Used in Operating Activities		(155,629	)		(136,497	)
Common shares issued for settlement of debt		5,270,271			527			—		—		194,473			—			—		—			195,000
Cash Flows from Financing Activities:
Common shares issued for settlement of deferred compensation		8,948,731			895			—		—		330,208			—			—		—			331,103
Proceeds from notes payable related party		155,939			140,500
Stock option expense		—			—			—		—		597,609			—			—		—			597,609
Net Cash Flows from Financing Activities		155,939			140,500
Common share issuable for services to the company		—			—			—		—		—			—			83		—			83
Net increase in cash		310			4,003
Net loss		—			—			—		—		—			—			—		(1,631,643	)		(1,631,643	)
Cash at beginning of the period:		1,716			13,773
Balances, November 30, 2023		419,209,183		$	41,923			700,000	$	70	$	6,067,423		$	—		$	83	$	(7,707,244	)	$	(1,597,745	)
Cash at end of the period:	$	2,026		$	17,776
Supplemental Disclosure of Non-Cash Activities:
Preferred shares issued for asset purchase		298,796			—
Preferred shares issuable for asset purchase		1,204			—
Common shares issued for conversion of deferred compensation		8,800			—

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

BETTER FOR YOU WELLNESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended November 30,
				Restated
	2023			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			—
Changes in Operating Assets and Liabilities:
Accounts receivable		(1,046	)		(1,495	)
Inventory		397			11,440
Related party receivable		—			(108,301	)
Prepaid expenses		15,832			(23,588	)
Other receivable		(29,324	)		—
Accounts payable and accrued expenses		329,091			(63,866	)
Accrued interest		74,993			41,643
Deferred compensation		300,480			284,499
Other current liabilities		—			4,412
Net Cash Used in Operating Activities		(224,887	)		(754,874	)
Cash Flows from Investing Activities:
Acquisition of businesses, net of cash acquired		—			(6,087	)
Purchases of property and equipment		—			(2,323	)
Net Cash Used in Investing Activities		—			(8,410	)
Cash Flows from Financing Activities:
Payment of debt issuance cost		—			(56,640	)
Proceeds from convertible loan, net of original issue discount		—			558,000
Notes payable- related party		211,500			202,000
Common stock issuance		—			3,750
Expenses contributed to capital		—			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	$	—		$	550,000
Common stock issued to settle liability		—			17,500
Discount on Notes Payable for warrants		—			30,702
Common stock issued for settlement of debt		195,000			—
Common stock issued for settlement of deferred compensation	$	331,103		$	—

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

BETTER FOR YOU WELLNESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~NOVEMBER~~MAY 3031, ~~2023~~2024 AND ~~2022~~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.

~~Each~~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 ~~main~~product ~~office~~formulae isand ~~located~~packaging, atas ~~1349~~well ~~East~~as ~~Broad~~secure ~~Street~~new manufacturing relationships to scale production capacity. Additionally, ~~Columbus~~the OHCompany ~~43205~~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.

6On December 4, 2023, The Company acquired the 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 ~~interim unaudited condensed~~ consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These ~~condensed~~ 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.

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~~interim ~~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 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 Consolidated Statements of Cash Flows for three months period ended May 31, 2024, to reclassification of accounts payable to note payable related party of $131,158. This change in reclassification does not affect previously reported cash flows from operating activities in Consolidated Statements of Cash Flows.

Use of Estimates

The preparation of ~~unaudited condensed consolidated~~ financial statements in conformity with U.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 aton 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.

7On 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 May 31, 2024 and February 28, 2024, were $2,026 and $1,716, respectively.

Leases

The Company previously adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) in accounting for its operating lease right-of-use assets and operating lease liabilities. 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, cash equivalents, and accounts receivable. As of May 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).

Accounts Receivable, net

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

, Measurement of Credit Losses on Financial Instruments.

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 based on Current Expected Credit Losses. Accounts receivables are reported on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable and has recognized no allowance for credit losses as of May 31, 2024 and February 28, 2024, respectively. As of May 31, and February 28, 2024, the Company had net accounts receivable of $8,565 and $2,634, respectively.

The carrying amount of receivables is reduced by a valuation allowance for expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and as applicable, reasonable supportable 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 May 31, and February 28, 2024

Inventory

~~Inventories,~~Inventory ~~which~~primarily ~~include~~consists ~~the~~of ~~costs~~coffee ofand ~~material,~~related ~~labor~~component parts for sale online and ~~overhead~~at select retailers, are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis.

~~Mango~~As ~~Moi~~of May 31, 2024 and February 28, 2024 the Company had $54,988 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 ~~minimal~~charge ofto operations for known and estimated inventory obsolescence. At both May 31, 2024 and February 28, 2024, the allowance for inventory obsolescence was $0.

Revenue ~~$582 and $979 in inventory as of November 30, 2023 and February 28, 2023 respectively.~~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 May 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 May 31, 2024 and February 28, 204 as a 100% valuation allowance has been established on deferred tax assets at May 31, 2024 and February 28, 2024, due to the uncertainty of our ability to realize future taxable income.

~~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~~ 7

~~a 100%~~Basic/ ~~valuation~~Diluted ~~allowance~~(Loss) ~~has~~Per ~~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.”~~Share

~~Basic/~~The ~~Diluted~~Company ~~Earnings~~computes basic and diluted earnings (~~Loss~~loss) ~~Per~~per ~~Share~~share in accordance with ASC Topic 260,

Earnings per Share

~~The~~. ~~Company~~Basic ~~does~~earnings ~~have~~(loss) ~~potentially~~per ~~dilutive~~share ~~instruments~~is ascomputed ofby ~~November~~dividing ~~30,~~net ~~2023~~income in(loss) ~~form~~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 ~~warrants~~other ~~but~~commitments ~~these~~to ~~instruments~~issue ~~are~~common ~~anti-dilutive~~stock ~~due~~were toexercised ~~accumulated~~or ~~losses~~equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

~~Fair~~Potential ~~Value~~common shares include options and warrants to purchase common shares, preferred shares and convertible promissory notes, unless they were anti-dilutive. The computation of ~~Financial~~diluted ~~Instruments~~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.

~~The~~Advertising 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.Costs

~~Fair~~Advertising ~~Value~~and ~~Measurements~~marketing costs are expensed as incurred. $21,024 and ~~Disclosures~~$480 in advertising and marketing costs were incurred during

-the three months period ended May 31, 2024 and 2023 respectively.

~~Level~~Research 1and ~~- Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~Development

-Research and Development costs are expensed as incurred. No research and development costs were incurred during the three months period ended May 31, 2024 and 2023 respectively.

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:~~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 period May 31, 2024.

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~~expenses in the financial statements based on their grant date fair values. That expense is recognized over the period ~~during~~when ~~which~~ 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 ~~earlier~~grant ~~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~~May 31, ~~2023~~2024 and February 28, ~~2023~~2024.

Recently Issued Accounting Pronouncements

In ~~June~~August ~~2016~~2020, the FASB issued ~~ASU~~Accounting ~~No.~~Standards ~~2016-13~~Update (“~~Credit~~ASU”) ~~Losses~~2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) ~~Measurement~~and ofDerivatives ~~Credit~~and ~~Losses~~Hedging on— ~~Financial~~Contracts ~~Instruments.”~~in Entity’s Own Equity (Subtopic 815-40) (“ASU No2020-06”) to simplify accounting for certain financial instruments. ~~2016~~ASU 2020-1306 ~~significantly~~eliminates ~~changes~~the ~~how~~current ~~entities~~models ~~will~~that ~~measure~~require ~~credit~~separation ~~losses~~of beneficial conversion and ~~for~~cash ~~most~~conversion ~~financial~~features ~~assets,~~from ~~including~~convertible ~~accounts~~instruments and ~~notes~~simplifies ~~receivables,~~the byderivative ~~replacing~~scope ~~today~~exception guidance pertaining to equity classification of contracts in an entity’s ~~“incurred~~own ~~loss”~~equity. ~~approach~~The ~~with~~new anstandard ~~“expected~~also ~~loss”~~introduces ~~model~~additional ~~under~~disclosures ~~which~~for ~~allowances~~convertible ~~will~~debt beand ~~recognized~~freestanding ~~based~~instruments onthat ~~expected~~are ~~rather~~indexed ~~than~~to ~~incurred~~and ~~losses~~settled in an entity’s own equity. ASU No2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ~~2016~~As a smaller reporting company, ASU 2020-1306 is effective January 1, 2024 for usfiscal inyears ~~the~~beginning ~~first~~after ~~quarter~~December of15, ~~fiscal~~2023 ~~year~~and ~~2024~~should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The ~~adoption~~Company ofis currently assessing the impact, if any, that ASU No2020-06 would have on its financial position, results of operations or cash flows. ~~2016-13~~The ~~resulted~~Company inhas nonot ~~change~~adopted inthis ~~the~~guidance ~~allowance~~as ~~for~~of ~~doubtful~~May ~~accounts~~31, 2024.

In 8

~~February 2017,~~ I

n November 2023, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~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 (“~~FASB~~CODM”) ~~issued~~and ~~Accounting~~included ~~Standards~~with ~~Update~~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. We are evaluating the adoption impact of this ASU on our consolidated financial statements and related disclosures but do not expect any material impact upon adoption.

~~2017~~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.

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,

impairment should be recorded. ASU

2017

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

adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included. ASU

2017

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

effective on

February 28, 2023

and adoption had

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.

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.

Note 4 - Convertible ~~Note~~Notes 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 $310,000 for a purchase price of $279,000 (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 $31,000, and interest of 12% per year and ~~matures~~had onan original maturity date of April 12, 2023 (the "Maturity Date"). ~~The~~On ~~April~~June 7, 2022, ~~Note is convertible into shares of~~ the Company's ~~common~~entered ~~stock~~into at a ~~conversion~~second ~~price~~Securities ofPurchase ~~$0.037~~Agreement ~~per~~with ~~share,~~Mast ~~subject~~Hill toFund, ~~adjustment as provided therein~~L.P., ~~The~~Pursuant ~~Company has the right~~ to ~~prepay~~ the ~~April~~June 7, 2022 ~~Note~~Security inPurchase ~~full~~Agreement, ~~including~~Mast ~~accrued~~Hill ~~but~~purchased ~~unpaid~~a ~~interest~~promissory note, ~~without~~with ~~prepayment~~a ~~penalty~~principal ~~provided~~amount ~~an event~~ of ~~default~~$310,000 asfor ~~defined~~a ~~therein,~~purchase ~~has~~price ~~not~~of ~~occurred.~~$279,000 In (the ~~seven~~“Note”). ~~trading~~The ~~days~~Note ~~prior~~bears toan ~~any~~original ~~prepayment~~issue ~~Mast~~discount ~~Hill shall have the right to convert the April 2022 Note into Common Stock~~ of ~~the~~$31,000, ~~Company~~each inbear ~~accordance~~interest ~~with the terms~~ of ~~the~~12% ~~April~~per ~~2022~~year ~~Note. The April 2022 Note contains events of defaults~~ and ~~certain~~had ~~negative~~an ~~covenants~~original ~~that~~maturity ~~are~~date ~~typical in the types~~ of ~~transactions~~June ~~contemplated~~7, by2023 (the ~~purchase~~“Maturity ~~agreement~~Date”).

(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 $310,000 for a purchase price of $279,000 (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 $31,000, each bear interest of 12% per year and mature on June 7, 2023 (the “Maturity Date”). In current quarter the June 2022 Note was in default and default interest rate of 16% 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 $0.037 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.9

On September 18, 2023, the Company entered into an amendment of both promissory. 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 in 10K filled on September 10, 2024. 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. 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 (C7) 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~~Purchase ~~agreements~~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. The total interest expense on both the Mast Hill Fund promissory notes were $31,802, and $18,600 for the three months period ended May 31, 2024 and 2023 respectively. The total interest expense payable on both the Mast Hill Fund promissory notes were $196,726 and $164,924 as of May 31, 2024 and February 28, 2024 respectively.

In(B) ~~connection~~On ~~with~~January ~~the~~17, ~~purchase agreements~~2024, the Company entered into a ~~Registration~~convertible ~~Rights~~promissory ~~Agreement~~note ~~(the~~with ~~“Registration~~1800 ~~Rights~~Diagonal ~~Agreement”)~~Lending, LLC with ~~Mast~~the ~~Hill,~~principal ~~pursuant~~amount toof $65,000 of which $60,000 was received in cash and $5,000 was recorded as transaction fees. The note bears the ~~Company~~interest israte ~~obligated~~of to12% ~~file~~per annum and matures at November 30, 2024. The note includes a ~~registration~~conversion ~~statement~~discount ~~within~~of 9035 ~~days~~% and the conversion price shall be determined on the basis of the ~~date~~average of three lowest trading price of Common stock during the ~~Registration~~ten ~~Rights~~trading ~~Agreement~~days ~~covering~~period and is limited to convert no more than 4.99% of the ~~sale~~issued and outstanding Common Stock at time of conversion at any one time. On July 19, 2024, the ~~Commitment~~Default ~~Shares~~Notice ~~and~~demanded the ~~shares~~immediate payment of $189,162, together with principal outstanding, accrued interest and “Default Interest,” as provided for in the Note. This note is currently in default. The total interest expense on the 1800 Diagonal Lending promissory note was $1,966, and $0 for the three months period ended May 31, 2024 and 2023 respectively. The Company’s ~~common~~accounted ~~stock~~for ~~that~~the ~~may~~Diagonal beNote ~~issued~~under toASC ~~Mast~~480 ~~Hill~~and ~~pursuant~~recorded an aggregate debt premium of $35,000 with a charge to interest expense over the tenure of the note. The total debt premium amortized on the note was $9,770 and $0 for the three months period ended May 31, 2024 and 2023 respectively. The total interest expense payable on 1800 Diagonal Lending promissory note was $2,885 and $919 as of May 31, 2024 and February 28, 2024 respectively.

conversions

notes

May 10

On September 18, 2023, the company entered into

the two

notes held by

40,891 and $

on both notes

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.

Note 5 - ~~Accounts~~Property ~~Receivable~~and Equipment, net

The ~~following~~Company’s ~~table~~property ~~summarizes~~and ~~the~~equipment ~~Company’s~~as ~~accounts~~of ~~receivable.~~May 31, 2024, and year ended February 28, 2024, are as follows:

	(Unaudited) For the Nine Months Ended November 30, 2023			For the Year Ended February 28, 2023
	(Unaudited) For the Three Months Ended May 31, 2024			For the Year Ended February 28, 2024
Accounts Receivable, Gross	$	2,506		$	1,460
Equipment	$	5,260		$	2,323
Less: Allowance for Credit Losses		—			—
Equipment acquired, net of depreciation		—			4,869
Accounts Receivable, Net	$	2,506		$	1,460
Less: accumulated depreciation		(1,342	)		(1,932	)
Equipment, net	$	3,918		$	5,260

~~Note~~The 6Company -recorded ~~Property~~depreciation expenses of $1,342 and ~~Equipment~~$194 for the three months ended May 31, ~~net~~2024, and 2023, respectively.

~~The~~Note ~~Company’s~~6 ~~property~~– ~~and~~Operating ~~equipment~~Lease ~~for~~Right ~~the~~of ~~nine~~Use ~~months~~Asset ~~period ended November 30, 2023~~ and ~~year~~Lease ~~ended February 28, 2023 are as follows:~~Liability

	(Unaudited) For the NineMonths EndedNovember 30, 2023			For the YearEndedFebruary 28, 2023
Equipment	$	2,323		$	2,323
Less: Accumulated Depreciation		(1,741	)		(776	)
Equipment, net	$	965		$	1,547

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 thirteen months as of three months period ended May 31, 2024.

~~For~~The ROU asset obtained in exchange for the ~~three-month~~new ~~period~~operating ~~ended~~lease ~~November~~liability 30was $200,215. ~~2023~~The ~~and~~Company ~~2022,~~uses the ~~Company~~implicit ~~recorded~~rate ~~depreciation~~when ~~expenses~~it is readily determinable. The present value of ~~$194~~lease ~~and~~obligations ~~$194~~for ~~respectively~~the lease was calculated using incremental borrowing rate of 12%.

For the nine months period ended November 30, 2023 and 2022, the Company recorded depreciation expenses of

$582 and $582, respectively.

Note 7 – Operating Lease Right of Use Asset and Lease Liability

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
For the twelve months ending May 31	Operating Lease
2024		79,800
2025		79,800
2026		2666,~~600~~500
Total lease payments		186,200
2027		—
Less: present value discount		(8,306	)
Total lease payments		146,300
Total lease liabilities		177,894
Less: present value discount		(15,558	)
Less: current portion		(74,311	)
Total lease liabilities		130,742
Non-current lease liabilities		103,583
Less: current portion		(67,758	)
Non-current lease liabilities		62,984

The following table set forth additional information pertaining to our leases:

For the three and nine months ending November 30,	2023
For the three months ending May 31,	2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Weighted average remaining lease term – operating leases		1.8 years			2.8 years
Operating cash flows from operating leases		6,650
Weighted average discount rate – operating leases		3.81	%		3.81	%
Weighted average remaining lease term – operating leases		2.3 years
Weighted average discount rate – operating leases		3.81	%

cNotes 7 - Payable - Related Party

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		—

As of May 31, 2024, and February 28, 2024, the balance of Notes payable to the related party was $474,068 and $449,287, respectively. These are non-interest bearing, unsecured, and payable on demand.

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 8- – ~~Notes~~Deferred ~~Payable - Related Party~~Compensation

~~otes~~The ~~payable~~Company has recognized $173,819 and $85,823 in deferred compensation as of May 31, 2024, and February 28, 2024, respectively, and are related ~~part~~to the Employment Agreements for Chief Executive Officer, Chief Branding Officer, and Chief Business Development Officer.

~~balanc~~Note 9 - Stock Purchase Warrant Liability

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.

Note 9 – Deferred Compensation

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.

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.

Note 11 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 ~~700~~998,~~000~~796 and 700,000 shares issued and outstanding as of ~~November~~May 3031, ~~2023~~2024, and February 28, ~~2023~~2024, respectively.

12Pursuant 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 issued in Quarter 3 ending November 30, 2024.

Common Stock

~~The~~On ~~authorized~~December ~~common~~6, ~~stock~~2023, of the Company ~~consists~~filed ofa ~~500~~Schedule Pre-14C to increase the authorized shares to 2,000,000,000 shares with a par value of $0.0001. ~~There~~The ~~were~~effective ~~419,209,183~~date ~~and 404,014,987 shares~~ of ~~common~~the ~~stock~~increase ~~issued and outstanding as~~ of ~~November~~authorized ~~30,~~shares ~~2023~~was ~~and~~January ~~February 28~~17, ~~2023, respectively~~2024.

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

25Pursuant 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.

8312

On December 4, 2023, the Company entered into the asset purchase agreement with The Ideation Lab LLC(“TIL”) effective which the Company approves the issuance of 300,000 Series A Preferred Shares ~~Cancelable~~at $0.14862

Onper ~~July~~share 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~~TIL ~~4,000,000~~for ~~common shares of~~ the ~~Company~~sale 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~~assets. The ~~cancellation~~298,796 ~~and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common~~ shares ~~granted~~were byissued ~~the Company to Dr. Nicola Finley pursuant to the Director Agreement dated~~ as of ~~August~~May 2931, ~~2021.~~2024 Asand aremaining ~~payment in lieu of whatever benefits~~1,204 ifshares ~~any,~~are toexpected ~~which Dr. Nicola Finley may have been entitled~~ to ~~under~~be ~~the~~issued ~~option~~in toQuarter ~~purchase~~3 ~~4,000,000~~ending ~~common~~November ~~shares of the Company~~30, ~~the Company shall pay Dr~~2024. ~~Nicola Finley $1.00.~~

NoOn February 28, 2024, 300,000 shares ~~were~~of ~~cancelled~~Restricted ~~during~~Common ~~three-~~Stock orincluding ~~nine-months~~25,000 ~~period~~shares ~~ended~~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

During the year ended February 28, 2023, the Company granted options exercisable for up to 20,000,000 shares of Common Stock of which 14,000,000 fully vested on February 28, 2023. The remaining 6,000,000 shares vest over the next year. The outstanding options have an exercise price of $.25 per share. These options expire 5 years after issuance.

The Company fair valued the options on the grant date at $4,853,749 using a Black-Scholes option pricing model. The following assumptions: stock ~~options~~price of $.22 per share (based on the quoted trading price on the date of grant 9/30/2021), volatility of 172%, expected term of 5 years, and a risk-free interest rate range of 1.01% for options with grant date September 30, 2021 atand assumptions for option granted on January 1,2022: stock price of $.11 per share (based on the quoted trading price on the date of grant 1/1/2022) , volatility of 163%, expected term of 5 years, and a risk-free interest rate range of 1.26%.

The Company is amortizing the expense using a ~~Black~~straight-~~Scholes~~line ~~option~~method ~~pricing~~over ~~model~~the vesting terms of each. The ~~assumptions~~total ~~for~~stock option ~~granted:~~expense ~~stock~~for ~~price~~the ofthree months period ended May 31, 2024 and 2023 is $0 and $384,438 respectively.

Stock option granted to Director Leslie Bumgarner totaled $703,891 expired due to resignation effective December 31, 2021 and stock option granted totaled $ 444,563 to Dr.22 Nicola Finley was forfeited on her resignation dated June 18, 2022.

.Note 11 - Asset Purchase Agreement - Related Party

~~The~~On ~~Company~~December ~~fair~~4, ~~valued~~2023, the ~~stock~~Company ~~options~~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 ~~grant~~plant-based ~~date~~wellness ~~January~~and 1hemp-infused industry. The Ideation Lab has been developing plant-based wellness brands since 2020, ~~2022~~including atGarrett ~~$408~~and Emmett’s Pet Treats,~~121~~ ~~using~~a pet lifestyle brand; E.J. Well Co, a ~~Black~~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-~~Scholes~~to-consumer ~~option~~at ~~pricing~~the ~~model~~website GetSJCoffee.com, ~~The~~through ~~assumptions~~Amazon.com. ~~for~~BFYW ~~option~~is ~~granted:~~in ~~stock~~discussions ~~price~~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, 2024.11 The remaining 1,204 shares are still issuable as of May 31, 2024. See below for the details of the assets acquired:

estimates at the grant date are shown below:

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

	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~~Note ~~total~~12 ~~stock option expenses for the three~~-~~month~~ ~~period~~Commitments ~~ended November 30, 2023,~~ and ~~2022 were $51,015 and $384,437 respectively.~~Contingencies

Note 12 - Goodwill

fourth

February 2023,

2017

04,

350

2017

zero

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.

of November 30, 2023, and February 28, 2023, the balance of goodwill was $583,484 and $583,484,

respectively.

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.

Note 14 - Commitments and Contingencies

Employment Agreements

OnBeginning ~~July~~March 211, 2022, as compensation under the ~~Company’s~~Employment ~~Compensation~~Agreement, ~~Committee~~Ian ~~approved~~James will earn a ~~formal~~Base ~~Employment~~Salary ~~Agreement~~in ~~with~~the ~~Ian~~amount ~~James~~of $199,196 per ~~the~~annum, ~~Company’s~~$16,599.67 per ~~Chief~~month, ~~Executive~~and ~~Officer,~~be eligible to earn an additional payment (BONUS) of $68,328, Stephen Letourneau, will earn a Base Salary in the ~~Company’s~~amount ~~Chief~~of ~~Branding~~$152,787 per ~~Officer~~annum, $12,732.25 per month, and be eligible to earn an additional payment (BONUS) of $41,140, and Jacob Ellman will earn a Base Salary in the amount of $128,656 per annum, $10,721.33 per month, and be eligible to earn an additional payment (Bonus) of $70,632. Each Employee salary less statutory and other required deductions, for all work and services the Employee respectively performs for the Company. The Company calculates Annual Base Salary on a January 1 through December 31 basis (i.e., a calendar year). Base Salary payments shall be subject to applicable federal, state, and local withholding. Under the Agreement, the Employee and Company mutually agree that until the Company is cash flow positive, the Company shall pay Employee a mutually agreeable amount each month toward the Employee’s ~~Chief~~Base ~~Business~~Salary, ~~Development~~and ~~Officer~~the balance of Base Salary unpaid, shall be accrued and recorded as an obligation of the Company. It shall become payable to the Employee when the Company is cash flow positive or at a time mutually agreed by the Company and Employee.

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 31

Employee shall be permitted to carry over into the following year of employment a maximum of five days of Personal Leave; however, as of December 31, Employee shall forfeit unused Personal Leave benefits above five days. Further, Employee shall not be permitted to carry over or accumulate more than ten days of Personal Leave from one year to the next.

LeaseNote Agreements13 - Subsequent Events 

~~Refer~~On ~~Note~~July 719, 2024, the Default Notice demanded by lenders of 1800 Diagonal LLC convertible note payable, the immediate payment of $189,162, together with principal outstanding, accrued interest and “Default Interest,” as provided for ~~operating~~in ~~lease~~the ~~details~~Note. This note is currently in default.

~~Note~~On 15September -10, ~~Subsequent~~2024, ~~Events~~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.

~~The Company has filed Form~~ 14~~-C to increase the Authorized Common Shares from 500,000,000 to 2,000,000,000.~~

~~The~~Item ~~increase~~2. inManagement’s ~~authorized~~Discussion ~~will~~and goAnalysis ~~into~~of ~~effect~~Financial onCondition ~~January~~and ~~17,~~Results ~~2024.~~of Operations

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.

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.

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

~~Company~~ Overview

~~Business~~Better ~~Overview~~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 (“

We are a sustainable brands and services company headquartered in Columbus, Ohio. We are evaluating opportunities targeting six goals-based wellness categories within the rapidly growing wellness industry to create a leading global wellness conglomerate.SJCCC

~~Through~~”) ~~our~~finds ~~dual~~its ~~buy~~place within at least three pillars (Better Health, Mindfulness, and ~~build~~Nutrition), ~~model~~providing incredible-tasting coffee for customers seeking an intentional life. Under Mango Moi and Better Suds, we ~~evaluate~~provide ~~the~~skin ~~wellness~~and ~~industry~~hair care products that find their place in ~~the~~Better ~~following~~Appearance, ~~six~~Health, ~~goals-based~~Mindfulness, ~~categories~~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 ~~Better~~SJCCC ~~Health~~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 ~~Better~~discerning ~~Fitness~~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 ~~Better~~Classic ~~Nutrition~~Collection

●Our ~~Better~~Classic ~~Appearance~~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 (“

~~● Better Sleep~~DTC

●”). ~~Better~~We ~~Mindfulness~~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.

~~As an early-stage company, our Company generated $995 and $6,986 in revenue for the three months ended November 30, 2023, and 2022 respectively.~~ Our ~~Company~~Latin ~~generated~~American $4,649 and $9,008 in revenue for the nine months ended November 30, 2023, and 2022 respectively. Our strategy is designed to offer wellness consumers a diverse synergistic portfolio of brands and products that will allow them to live a life of intention and improve their quality of life.Collection

WeExpanding ~~believe~~our ~~wellness~~product ~~consumers~~range ~~purchase~~is ~~with~~another ~~intention~~key ~~and~~aspect ~~specifically seek out the brands and products that improve their quality~~ of ~~life.~~our ~~Furthermore,~~growth ~~we believe wellness consumers pursue these six goals-based dimensions of wellness and are positioning the Company to capitalize on this demand~~strategy. ~~With~~This ~~skin being humans’ largest organ~~summer, we ~~have~~aim ~~initially prioritized skincare and haircare~~ to ~~help~~diversify ~~wellness~~our ~~consumers~~offerings ~~look~~by ~~and~~introducing ~~feel~~the ~~better~~Latin ~~with~~American ~~clean and natural products. We intend to expand into additional wellness categories with functional foods, beverages, supplements, and more.~~(“

Our management team brings deep expertise in heavily regulated industries, operating, brand identity, genetics, and services, and raising capital to the public market. We seek synergistic and complementary mergers and acquisition opportunities, implementing operational efficiencies to eliminate duplicative measures and centralize administrative operations to achieve more significant revenues and profitability. Additionally, we expect to leverage our network of retail relationships and acquire and manage brands and services cultivated in the beauty and wellness industry to secure sales in major retailers in the United States and globally.LatAm

~~Our~~”) ~~management~~Collection. ~~team~~This ~~monitors~~exciting ~~various~~addition ~~trends~~to ~~and~~our ~~factors~~product ~~that~~line ~~follow~~will include a variety of certified Fair-Trade, ~~which~~Kosher, ~~could~~Organic, ~~impact~~100% ~~our~~Arabica ~~operating~~premium ~~performance.~~coffee Asblends, ansuch ~~early-stage~~as ~~company~~Light, ~~the~~Medium, ~~Company~~Dark, ~~has~~Espresso, ~~relatively~~and ~~few~~Swiss ~~transactions~~Water Decaf. These options will be available in whole bean, ground, and K-Cup-style formats, catering to ~~date~~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.

Growth Capital

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

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.

~~Trends and Other Factors Affecting Our Operating Performance~~Competitive

~~Our management team monitors various trends and factors that could impact our operating performance.~~Market

~~Revenue Strategy~~ Analysis

— Our revenue growth strategy follows a dual buy-and-build business model in which we acquire brands and related infrastructure and develop brands and related infrastructure in-house. In addition to scaling the Company’s wholly-owned subsidiary, Glow Market LLC, which currently owns and operates our Better Suds soap brand, we have executed multiple non-binding letters of intent to acquire companies within the skincare sector, including a vertically-integrated skincare manufacturer and multiple brands. The closing of these respective transactions depends on numerous factors, including but not limited to the satisfactory completion of due diligence, capital constraints, and more. Furthermore, any of these contemplated transactions would likely have a material impact on the Company’s operating performance. On May 26, 2022, our Company closed its first acquisition of the right, title and interest in, including all of the outstanding membership interests of Mango Moi, LLC, a hair and skincare business located in Chicago, Illinois.

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

~~Market Opportunity~~Source:

We aim to become a major participant in the $1.5 trillion global wellness industry. We believe our innovative wellness-related offerings converge with wellness consumer trends and demands for “Better-For-You” brands and products that can satisfy all pricing points. We expect consumer trends towards the adoption of these healthier lifestyles to continue.Market

~~Competition~~Data

We will compete with companies that operate in the plant-based and science-focused wellness market. Many of our competitors will have substantially greater financial resources, a broader market presence, longer-standing relationships with distributors, retailers, and suppliers, longer operating histories, more extensive production and distribution capabilities, robust brand recognition, and significant marketing resources, and more comprehensive product lines than us. We believe that principal competitive factors in this category include, among others, quality ingredients, wellness profile, cost, convenience, branding, and marketing.collected

~~Sales and Marketing Costs~~from

~~As we continue to grow our “BFYW” product portfolio~~Fidelity, we expect to expand our sales and marketing team by adding dedicated personnel to service additional retail customers. Outside sales representatives and brokers may be added to expand our sales efforts. We further envision engaging, developing, and possibly acquiring a subscription box retail operation. Marketing expenditures are expected to begin primarily online and in product fees (as we engage retail store expansion), as well as other similar in-store marketing costs. These expenses will be categorized as net deductions to revenue under GAAP instead of marketing expenses. We plan to hire a national marketing firm to implement digital video and display campaigns, connected television, social media, and search engine marketing. As we expand and grow revenue, we will build a brand management team (to support Management, who oversees all “BFYW” marketing efforts) to focus on digital marketing, social media, and other marketing functions.

~~Operating Costs~~WSJ.com,

~~Our operating costs include raw materials~~StockAnalysis.com, ~~labor, related benefits, manufacturing overhead, marketing, sales, distribution, shipping,~~ and ~~other~~Yahoo general and administrative expenses. We attempt to manage the impact of our operating costs through fixed hourly rate agreements with legal counsel and certain consultants. We have begun to reduce our labor force to right size the operations costs, as we reformulate the Mango Moi line of products for commercial scaling.Finance

~~Fluctuations~~as inof ~~Costs~~the June 21,

Our costs are subject to fluctuations2024, particularlymarket due to changes in commodity prices, transportation costs, and our productivity effortsclose. If we are unable to manage cost fluctuations through pricing actions, cost savings projects, sourcing decisions, and consistent productivity improvements, it may adversely impact our gross margin, operating margin, and net earnings. Sales can also be adversely impacted following pricing actions if there is a negative impact on the consumption of our products. We strive to implement, achieve, and sustain cost improvement plans, including supply chain optimization, general overhead, workforce optimization, and outsourcing projects as deemed appropriate.

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

In the future, our profitability could depend on our ability to anticipate and react to raw material costs, among other things. Raw materials can be sourced from various parts of the globe, and the prices of raw goods are subject to many factors beyond our control. These factors include variables in world economic conditions, political events, tariffs, trade wars, or other events.COGs

”) and operational expenses are meticulously calculated by leveraging Kroger's

metrics

and

drawing

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

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)

June 21,

2024

Per

Price

$0.0017

Current

Market

Cap

863,442

Outstanding

507,807,233

Estimated

Price-to-

Sale

Ratio

 (P/S)

2.29

Estimated

P/S

applied

the

Term

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.

Our Skincare/Personal Care Products

We repackaged and reformulated our Mango Moi skincare and personal care line to bring joy back to self-care and provide a clean skincare line that could be commercially scaled to control costs better. We have presented our customers with a relaunched website and will soon launch an Amazon presence for the brand. We plan to reinvest in online advertising to drive traffic to MangoMoi.com and the Mango Moi Amazon Store (when finalized).

As sales grow, we plan to leverage our relationships with subscription box companies and pursue wholesale sales relationships to get Mango Moi into the hands of new customers. Additionally, we have a planned collaboration between Mango Moi and Better Suds, allowing clean body, face, hair, and hand wash to interact with skin and hair care products.

~~Strategic~~New ~~Advisory Committee~~Collection

ToThe ~~assist~~future inof ~~the~~Mango ~~expansion~~Moi ofincludes ~~the~~an ~~Company,~~all-vegan ~~management~~collection ~~sought~~that ~~and~~will ~~received~~provide ~~unanimous~~customers ~~consent~~with ~~from~~a ~~the~~personal ~~Board~~care ofsystem ~~Directors~~that offers ingredients that work together to ~~create~~bring ~~and~~out ~~seat~~your best skin. This new collection will offer five new SKUs with a ~~Strategic~~planned ~~Advisory~~2025 ~~Committee~~or ~~composed~~2026 oflaunch. ~~respected~~To ~~industry~~properly ~~leaders~~and ~~who~~fully ~~bring~~launch ~~relevant~~this ~~experience~~collection, ~~networks,~~we ~~and~~anticipate ~~leadership~~that we will need to ~~the~~raise ~~Company’s~~additional ~~various~~capital ~~initiatives~~for this growth.

~~Discussion~~We are excited to explore the endless possibilities of ~~Financial~~skincare. ~~Statement~~The beauty world is so competitive, and we are just getting started.

AsWe analso ~~Early-Stage~~plan ~~Company~~to ~~with~~develop ~~few~~a ~~transactions,~~Luxe ~~the Company~~Men’s ~~expenditures~~Skin ~~were~~Care ~~heavily~~brand ~~Selling General,~~ and ~~Administrative (“SG&A”). The Company engaged Anthony L.G., PLLC as legal counsel, to be consulted on~~ a ~~case-by-case~~Premium ~~basis~~Luxe asSkin ~~may~~Care ~~be necessary for corporate legal services and securities counsel~~Line. ~~Payroll~~It ~~expenses,~~would ~~including~~offer ~~deferred~~personal ~~compensation,~~care ~~were~~products ~~the single largest category of cash expenditures~~ for ~~the~~men ~~quarter. Pursuant to their Employment Agreements, Ian James, Stephen Letourneau~~ and ~~Jacob~~women Ellman have deferred compensation. Accordingly, the following represents each individual’s deferred compensation since March 1, 2022: Ian James has deferred $149,398, Stephen Letourneau has deferred $114,590, and Jacob Ellman has deferred $85,148. Effective July 2023 the board has approved the conversion of at ~~least~~various ~~66% of deferred compensation of both Mr. James and Mr. Letourneau into restricted Common Shares at a $0.037 per share~~ price aspoints and ~~when exercised to~~ be ~~consistent~~able ~~with the Mast Hill per share pricing. Management expects legal costs~~ to ~~taper~~develop ~~as a percentage of overall SG&A as the company grows~~collaborations. The ~~Company~~Luxe Men’s ~~SG&A~~Skin ~~further~~Care ~~includes~~Line ~~the cost of EDGAR~~ and ~~news~~Premium ~~release~~Luxe ~~filing~~Skin ~~services,~~Care ~~payroll~~line ofare aexpected ~~single~~to ~~person,~~launch ~~website~~by ~~development~~Fiscal ~~and~~Year publishing, professional services such as accounting, SRAX for regular updates of NOBO data for the shareholder lists for ongoing shareholder communications, Governmental filing fees including business licensing2027.

~~Systems~~Our ~~and Controls~~Ethos

AsOur andedication ~~early-stage~~to ~~company,~~success ~~the~~goes ~~Company~~beyond ~~has~~business ~~very~~achievements. ~~few~~We ~~transactions~~are committed to ~~date~~making a positive social impact by supporting initiatives such as cancer research, suicide prevention, crisis intervention, and tackling food insecurity. ~~The~~These ~~Company’s~~purpose-driven ~~Board~~initiatives ofare ~~Directors~~seamlessly ~~comprises~~integrated 6into ~~members~~our core business strategies, reflecting our ethos of holistic well-being.

4 of which are non-executive independent directors. The Board of Directors’ reviews transactions, and the CEO signs off on transactions. The Company is developing revenue recognition processes and procedures for the business, including revenue streams, point of performance obligation discharged, etc., to comply with applicable State, Provincial, Federal, and International Laws and Regulations.

Critical Accounting Policies and Estimates

We prepare our unaudited condensed consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Under Note 2 – Summary of Significant Accounting Policies, 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.

Going Concern

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.

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 Company’s business purpose 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), which 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 fiscal year-end.

Results of Operations

The following table sets forth selected items in our ~~unaudited condensed~~ consolidated financial data in dollar amounts and as a percentage of revenue for the period represented:

	For the Three Months Ended November 30,						For the Nine Months Ended November 30,
	May 31, 2024			May 31, 2023			Increase/(Decrease)			%
	2023			As Restated2022			2023			As Restated2022
Merchandise sales	$	5,689		$	1,850		$	3,839			208	%
Revenues	$	995		$	6,986		$	4,649		$	9,008
Cost of goods sold		(5,319	)		(932	)		(4,387	)		471	%
Cost of Goods		(583	)		(5,823	)		(1,896	)		(15,381	)
Gross profit		370			918			(548	)		(60	)%
Gross Profit and Gross Margin		412			1,163			2,753			(6,373	)
Operating expenses		255,974			705,006			(479,032	)		(68	)%
Operating Expenses		286,175			715,575			1,453,293			2,305,290
Net loss		(269,141	)		(747,885	)		478,744			64	%
Net Loss	$	(397,565	)	$	(770,347	)	$	(1,631,643	)	$	(2,440,116	)
Cash flow- operating activities		(155,629	)		(136,497	)		19,132			14	%

Revenues

The ~~company~~Company generated $~~995~~5,689 and $61,~~986~~850 in revenues for the three months ended ~~November~~May 3031, ~~2023~~2024, and ~~2022~~2023, respectively,. ~~decrease~~The revenue increase is due to sale of ~~$5,991~~coffee orbeverages ~~86%.~~during in current period.

The decrease was due to the Company having to reformulate and repackage Mango Moi operation

, and thus not have Mango Moi sales during that time.

The company generated $4,649 and $9,008 for the nine months ended November 30, 2023, and 2022 respectively, decrease of $4,359 or 48%.

The decrease was due to the Company reformulating and repackage Mango Moi operation

, and thus not have Mango Moi sales during that time.

Cost of Goods Sold

We recorded $~~583~~5,319 and $~~5,823~~932 ~~for~~in ~~Cost~~cost of ~~Goods~~goods ~~Sold~~sold for the three months ended ~~November~~May 3031,~~2023~~ 2024, and ~~2022~~2023, respectively. The $4,387 aand ~~decrease~~470% increase in the cost of ~~$5,240~~goods orsold ~~90%.~~were ~~The~~related ~~decrease~~to ~~was~~the ~~due~~coffee business

due to ~~reformulation~~increase ~~and~~in ~~repackaging~~raw material prices of the ~~Mango~~coffee ~~Moi~~ business.

~~product~~Gross ~~line.~~Profit

We recorded $~~1,896~~370 and $~~15,381~~918 ~~for~~in ~~Cost~~gross ofprofit ~~Goods Sold~~ for the ~~nine~~three months ended ~~November~~May 3031,~~2023~~ 2024, and ~~2022~~2023, respectively,. aProfit ~~decrease~~decreased during the current period because of ~~$13~~increase in cost of

~~,485~~raw ~~or 88%~~material.

The decrease was due

to reformulation and repackaging of the Mango Moi

product line.

Gross Profit and Gross Margin

We recorded $412 and $1,163 in gross profit for the three months ended November 30, 2023, and 2022 respectively, decrease of $751 or 65%.

The decrease was due to reformulation and repackaging of the Mango Moi

product line.

We recorded $2,753 and $6,373 in gross profit and loss respectively for the nine months ended November 30, 2023, and 2022 respectively, an increase of $9,126 or 143%.

The decrease was due to reformulation and repackaging of the Mango Moi

product line.

Operating Expenses

We recorded $~~286,175 and $715,575 in operating expenses for the three months ended November 30, 2023, and 2022 respectively~~

19255

~~429~~,~~400~~974 ~~less~~and $705,006 in operating expenses for the three months ended May 31, 2024, and 2023, respectively. Due to a decrease in stock-based compensation in the current period, we incurred substantially lower operating expenses for the period ending May 31, 2024, compared to the prior period.

~~467~~Net Loss

We ~~compared~~recorded toa ~~$457,174~~net ~~and~~loss $258,401 in share-based expenses, and general administrative expenses, respectively, for the three months ended November 30, 2022. The decrease in operating expenses was due to reduced stock option expenses for Independent Directors with the vacancy of ~~one Independent Board member, and reduction in legal fees, marketing expenses, membership subscriptions, licenses, and software and applications.~~$

~~1,453,293~~269

~~851~~,~~997~~141 and $747,885 for the three months ended May 31, 2024, and 2023, respectively. Our net loss for the three months ended May 31, 2024, was substantially lower than the same period of the prior year due to decreased operating expenses which include the decrease in the stock option expense in the current period..

~~135~~18

Income Taxes

631,643

645

Net (Loss) Income

397,565

decreased

less operating expenses in

current quarter.

1,631,643

period

decreased

less

Liquidity and Capital Resources

~~Our~~At ~~cash~~May ~~balance was $386 and $13~~31,~~773~~ as2024 ~~of November 30, 2023,~~ and February 28, ~~2023 respectively. We presently are largely reliant on capital contributions towards expenses from Mr. Ian James~~2024, ~~the~~we ~~Company’s~~had ~~Chief~~cash ~~Executive~~of ~~Officer~~$2,026 ~~President,~~and ~~Treasurer~~$1,716 and ~~Chairman~~a ofworking ~~the~~capital ~~Board~~deficit of ~~Directors Company received~~ $~~171~~2,~~000 loan from GOV wholly owned subsidiary of Ian James,~~

~~$64,000 from our Audit Chairman David Deming and $4,000 from Ian James in the nine months ended November 30, 2023.~~ 334

~~Mr.~~,024 ~~Ian~~and ~~James has not guaranteed that he will continue to support our capital needs. Therefore~~$2,065,075 ~~we may not be able to continue as a going concern~~respectively. WeThe ~~may~~increase ~~require~~in ~~further~~the ~~funding~~working tocapital ~~implement~~deficit ~~our~~during ~~operations plan for~~ the ~~next~~three ~~twelve~~ months. ~~Being~~period aended ~~start-up~~May ~~stage company~~31, we2024 ~~have~~was adue ~~very~~to ~~limited operating history. After a twelve-month period, we may need additional financing but currently do not have any arrangements for such financing with~~ the ~~exception~~increase ofin ~~the~~accrued ~~Standby~~interest ~~Equity~~and ~~Commitment Agreement with MacRab LLC~~debt.

IfWe wehad ~~need~~a ~~additional~~total ~~cash~~stockholders’ ~~and~~deficit ~~cannot~~of ~~raise it~~$2, ~~we will either have to suspend operations until our Company raises the necessary financing or cease operations entirely.~~

~~Off Balance Sheet Arrangements~~262

We,348 ~~have~~and noan ~~off-balance~~accumulated ~~sheet~~deficit ~~arrangements~~of ~~including special purpose entities.~~$8,

~~Corporate History~~798

~~Better For You Wellness~~,676 ~~Inc.~~as ~~(we,~~of ~~us,~~May ~~our~~31, ~~the~~2024 ~~“Company”~~compared ~~or the “Registrant”), was initially incorporated~~ with ~~the~~a ~~name~~total ~~Fast~~stockholders’ ~~Track~~deficit ~~Solutions, Inc. in the State~~ of ~~Nevada on December~~ $1, ~~2020. The Company has two wholly owned subsidiaries: Glow Market LLC~~994,047 and an ~~Ohio~~accumulated ~~Limited~~deficit ~~Liability~~of ~~Company~~$8, ~~to build and operate digitally native~~529,535 ~~mission-driven~~as ~~brands~~of ~~within~~February ~~the clean beauty sector in multiple consumer product categories. In December 2021~~28, ~~Glow Market LLC launched its first brand, Better Suds, an impact-driven brand that sells cruelty-free natural soap~~2024. In ~~May~~This ~~2022,~~difference ~~the~~is ~~Company~~primarily ~~acquired~~due ~~its second wholly owned subsidiary, Mango Moi, LLC, a natural skincare and body care product line with naturally clean ingredients~~ to ~~soothe~~the ~~dry~~net ~~skin,~~loss ~~eczema,~~incurred ~~psoriasis,~~during ~~and~~the ~~cracked skin~~period.

~~The~~For ~~Company seeks to acquire The Ideation Lab, LLC, a brand solutions incubator and accelerator focused on~~ the ~~plant-based~~three ~~wellness~~months ~~and~~period ~~hemp-infused~~ended ~~industry~~May ~~since 2020. The Ideation Lab Garrett and Emmett’s Pet Treats~~31, ~~a pet lifestyle brand~~2024, ~~E.J.~~we ~~Well~~recorded ~~Co,~~ a ~~women’s~~net ~~wellness~~loss ~~brand~~of ~~(natural supplements), and others.~~$

269

,141 and net cash used in operating activities of $155,629. The $113,512 addition in net loss to net cash used in operating activities was primarily the result of increases in operating liabilities.

For the three months period ended May 31, 2023, we recorded a net loss of $747,885 and net cash used in operating activities of $136,497. The $611,388 reduction 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 three months period ended May 31, 2024 and 2023, we had no activities in investing activities.

For the three months period ended May 31, 2024, we had net cash provided by financing activities of $

155,939.

For the three months period ended May 31, 2023, we had net cash provided by financing activities of $140,500. We had cash proceeds of $140,500 from related party loans.

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.

Off –Balance Sheet Arrangements

As of May 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.

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 May 31, 2024. Based on his evaluation, Mr. James concluded that the Company’s disclosure controls and procedures were not effective as of May 31, 2024.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the quarter ended May 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.

.PART II—OTHER INFORMATION

~~eight~~Item 1. Legal Proceedings

WeOn ~~began~~January ~~trading~~25, ~~under~~2024, Carter, Ledyard, and Milburn, LLP, the ~~symbol~~Company’s ~~BFYW~~former onSEC ~~OTC~~Counsel, ~~Markets~~filed ~~Pink~~a ~~Tier~~complaint in ~~September~~the ~~2021~~New York Superior Court seeking payment for past legal fees of $99,698.91. Carter, Ledyard and ~~applied~~Milburn, toLLP, and BFYW reached a settlement filed on May 21, 2024, with the ~~OTC~~New ~~Markets~~York ~~Group~~Clerk tostipulating ~~up-list~~a ~~its~~settlement ~~Common~~of ~~Stock~~$50,000. ~~for~~The ~~trading~~$50,000 onsettlement ~~the~~is ~~OTC~~payable ~~Markets~~in ~~Venture~~three ~~Market~~installments: $15,000 orby ~~the~~July ~~OTCQB.~~15, In2024, ~~February~~$15,000 ~~2022~~due by January 1, 2025, and the ~~Company~~remaining ~~began~~balance ~~trading~~of on$20,000 ~~OTCQB.~~shall be due by April 1, 2025.

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

” or the “

1,000

votes of each share of BFYW Common Stock.

Subsequently, on December 4, 2023, the Company’s Board of Directors and the Sellers terminated MIPA. The Sellers are a related party to the Company, having majority control of both The Ideation Lab and the Company. The Company and Seller agreed to terminate the MIPA and pursue an Asset Purchase Agreement due to the treatment of the Sellers’ liabilities and the Sellers inability to secure a timely audit of two years of its financials. The registrant incurs no early termination penalties.

Further, 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 Series A Preferred Share has the voting rights of 1,000 votes, but unlike Common Shares, are not publicly traded.

Independent Board of Directors

On August 27, 2021, Montel Williams, Joseph J. Watson, Leslie Bumgarner, David H. Deming, and Dr. Nicola Finley were appointed by our Board of Directors to serve as Independent Directors of the Company. On January 1, 2022, Christina Jefferson was appointed to fill the vacancy left by outgoing Director Leslie Bumgarner, whose resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Each Director agreed to serve a two-year term. In October 2021, an Audit Committee was seated with Mr. Deming, Mr. Watson, and Mr. Williams as its members. Mr. Deming was elected its Chair. Dr. Finley resigned as a Director of the Company effective June 2022 due to time constraints and professional bandwidth, and she was replaced temporarily by Mellise Gelula, who, in August 2022, notified the Board that she was unable to commit to the director role and its requirements but would remain a member of the Company's Strategic Advisory Committee. The vacant Board of Director seat remains unfilled. Also, in October 2021, A Compensation Committee was seated with Ms. Leslie Bumgarner, Mr. Watson, and Mr. Williams as its members. Mr. Watson was elected its Chair, and in February 2022, Ms. Jefferson was appointed to fill the vacancy left by Ms. Bumgarner’s resignation.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

ITEMItem 42. CONTROLS AND PROCEDURES

~~Evaluation~~Unregistered Sales of ~~Disclosure~~Equity ~~Controls~~Securities and ~~Procedures~~Use of Proceeds

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our fractional Chief Financial Officer to allow for timely decisions regarding required disclosure.

As of November 30, 2023, our management, with the participation of, and under the supervision of, our Chief Executive Officer and fractional Chief Financial Officer, evaluated the effectiveness of the design and the operation of our disclosure controls and procedures. Based upon that evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of November 30, 2023, due to the identification of a material weakness in the Company’s internal control over financial reporting as of November 30, 2023.

Remediation of Material Weakness

We are in the process of implementing improvements and remedial measures in response to the material weakness, including the hiring of a fractional Chief Financial Officer with over 24 years of diverse professional experience in financial reporting and auditing under GAAP and IFRS, with expertise in PCAOB audits. Additionally, we entered into an agreement with Apari Solutions for accounting and audit-related services. Established in 2018, Aprari Solutions is a leading audit and accounting firm in India with a team consisting of qualified CPAs, Chartered Accountants, CFAs, Ph.D. and MBAs from top institutions, and experienced professionals well-trained in GAAP and PCAOB audit standards and procedures.

Changes in Internal Control over Financial Reporting

Since September 1, 2022, and in connection with the evaluation required by Rule 13a-15 under the Exchange Act as of November 30, 2023, the Company has made changes to its internal control over financial reporting that materially affected or are reasonably likely to affect our internal control over financial reporting, including those changes set forth under “—Remediation of Material Weakness.”

Limitations on the effectiveness of internal controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its desired objectives. In addition, the design of disclosure controls and procedures must reflect resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our management does not expect the Company’s disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management overriding internal controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II-OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings 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~~Item 3. ~~DEFAULTS~~Defaults ~~UPON~~Upon ~~SENIOR~~Senior ~~SECURITIES~~Securities

None.

Item

4. Mine Safety Disclosures

~~ITEM 4 MINE SAFETY DISCLOSURES~~None

~~Not~~Item ~~applicable~~5. Other Information

~~ITEM~~During 5the ~~OTHER~~quarter ~~INFORMATION~~ended May 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.

~~None.~~21

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.

ITEM 6 EXHIBITS

Exhibit No.		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended November 30, 2023.(2)
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended November 30, 2023.(2)
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
101.INS		Inline XBRL Instance Document. (3)
101.SCH		Inline XBRL Taxonomy Extension Schema Document. (3)
101.CAL		Inline XBRL Taxonomy Extension Calculation Link Base Document. (3)
101.DEF		Inline XBRL Taxonomy Extension Definition Link base Document. (3)
101.LAB		Inline XBRL Taxonomy Extension Label Link base Document. (3)
101.PRE		Inline XBRL Taxonomy Extension Presentation Link base document. (3)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)	Filed as an exhibit to the Company’s Form 10-12G, as filed with the SEC on March 23, 2021, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

InPursuant ~~accordance~~to ~~with~~ 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, ~~there~~thereunto ~~unto~~ duly authorized.

~~Better For You Wellness, Inc.~~	Better For You Wellness, Inc.
(Registrant)
Date: September 16, 2024	By:	/s/ Ian James
By:	/s/ Ian James
		Ian James, Chairman and Chief Executive Officer
Name:	Ian James
		(Principal Executive Officer and Principal Financial Officer)
	President and Chief Executive Officer
Dated:	January 19, 2024

2423

Filing Compare · Better For You Wellness, Inc.