Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements."
These forward-looking statements generally are identified by the words
"believes," "project," "expects," "anticipates," "estimates," "intends,"
"strategy," "plan," "may," "will," "would," "will be," "will continue," "will
likely result," and similar expressions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations
and future prospects include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.
Company Overview
Business Overview
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.
Through our dual buy and build model, we evaluate the wellness industry in the
following six goals-based categories:
? Better Health
? Better Fitness
? Better Nutrition
? Better Appearance
? Better Sleep
? Better Mindfulness
As an early-stage company, our Company generated $13,087 and $19,455 in revenue
for the three months ended May 31, 2022 and 2021 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. 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. As a fledgling brand, Mango Moi, LLC lacked capital, access to
capital, and other resources necessary to scale and maintain its growth
trajectory. We believe that as a result of Mango Moi, LLC's lack of resources,
our Company was presented with an attractive acquisition opportunity and that
our Company's resources would allow Mango Moi, LLC to expand.
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We believe wellness consumers purchase with intention and specifically seek out
the brands and products that improve their quality of life. Furthermore, we
believe wellness consumers pursue these six goals-based dimensions of wellness
and are positioning the Company to capitalize on this demand. With skin being a
human's largest organ, we have initially prioritized skincare and haircare to
help wellness consumers look and feel better with 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, as well as 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.
Our management team monitors a variety of trends and factors that follow, which
could impact our operating performance.
As an early-stage company, the Company has relatively few transactions to date.
Trends and Other Factors Affecting Our Operating Performance
Our management team monitors various trends and factors that could impact our
operating performance.
Revenue Strategy
Our revenue growth strategy follows a dual buy and build 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
is dependent 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.
Market Opportunity
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 adoption
of these healthier lifestyles to continue.
Competition
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, broader market presence, longer-standing
relationships with distributors, retailers, and suppliers, longer operating
histories, more extensive production and distribution capabilities, more robust
brand recognition, more 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.
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Sales and Marketing Costs
As we continue to grow our "BFYW" product portfolio, 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
Our operating costs include raw materials, labor and related benefits,
manufacturing overhead, marketing, sales, distribution, shipping, and other
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.
Fluctuations in Costs
Our costs are subject to fluctuations, particularly due to changes in commodity
prices, transportation costs, and our productivity efforts. 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
and workforce optimization, as well as outsourcing projects as deemed
appropriate.
Commodities
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.
Acquisitions
The Company follows a dual buy and build business model for growth through
acquisitions and in-house development of brands. 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 is dependent on numerous factors
including but not limited to 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.
Strategic Advisory Committee
To assist in the expansion of the Company, management sought and received
unanimous consent of the Board of Directors to create and seat a Strategic
Advisory Committee composed of respected industry leaders who bring relevant
experience, networks, and leadership to the Company's various initiatives.
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Discussion of Financial Statement
As an Early-Stage Company with few transactions, the Company's expenditures were
heavily Selling, General, and Administrative ("SG&A"). The Company engaged
Carter, Ledyard, & Milburn LLP and Anthony L.G., PLLC as legal counsel, to be
consulted on a case-by-case basis as may be necessary for corporate legal
services and securities counsel. Payroll expenses were the single largest
category of expenditure of the quarter. Management expects legal costs to taper
as a percentage of overall SG&A as the company grows. BF Borgers CPA PC remains
the Company's Auditor to ensure continued financial regulatory compliance. The
Company's SG&A further includes the cost of EDGAR and news release filing
services, payroll of a single person, website development and 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 licensing.
Systems and Controls
As an early-stage company, the Company has very few transactions to date. The
Company's Board of Directors consists of 7 members, 5 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,
Federal, and International Laws and Regulations.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S.
Generally Accepted Accounting Principles ("GAAP"). Pursuant to Note 2 - Summary
of Significant Accounting Policies, the consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries.
The Company adopted ASC 606 - Revenue from contracts with Customers: (1)
identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the
transaction price to each performance obligation in the contract; and (5)
recognize revenue when each performance obligation is satisfied.
Revenue for products is recognized when the products are delivered to the
customer and the customer completes the product inspection. Cash receipts for
undelivered products are recorded as deferred revenues. As of May 31, 2022, the
Company had no deferred revenues.
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 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.
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COVID-19
An outbreak of infectious respiratory illness caused by a novel coronavirus
known as COVID-19 spread globally in 2020. This outbreak resulted in travel
restrictions, closed international borders, enhanced health screenings at ports
of entry and elsewhere, disruption of and delays in healthcare service
preparation and delivery, prolonged quarantines, cancellations, supply chain
disruptions, lower consumer demand, layoffs, defaults, and other significant
economic impacts, as well as general concern and uncertainty.
The pandemic has not materially impacted our operations in 2021 nor 2022 thus
far.
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), 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 fiscal year-end.
Results of Operations
The following table sets forth selected items in our consolidated financial data
in dollar amounts and as a percentage of revenue for the period represented:
First Quarter First Quarter
2022 2021 2022 2021
Revenues $ 13,087 $ 19,455 100 % 100 %
Cost of Goods $ 10,268 $ 7,230 78.46 % 37.16 %
Gross Profit and Gross Margin $ 2,819 $ 12,226 21.54 % 62.84 %
Operating Expenses $ 1,334,455 $ 93,692 10,196.80 % 481.58 %
Net (Loss) Income $ (1,337,066 ) $ (81,477 ) -10,216.75 % 418.80 %
Cash flow $ (404,695 ) $ (30,358 ) -29.47 % -37.26 %
Revenues
The company generated $13,087 and $19,455 for the three-months ended May 31,
2022, and 2021 respectively, a decrease of $6,368. The decrease was due to
reduced merchandise sales due to a decrease in marketing. The Company's current
business plan is to explore and evaluate various business opportunities in the
plant-based food, beverage, and consumer packaged goods ("CPG") sectors
including but not limited to mergers, acquisitions, or business combination
transactions.
Cost of Goods Sold
We recorded $10,268 and $7,230 for Cost of Goods Sold for the three-months ended
May 31, 2022, and 2021 respectively, an increase of $3,038. The increase in Cost
of Goods Sold was due to inventory purchasing.
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Gross Profit and Gross Margin
We recorded $2,819 and $12,226 in Gross Profit for the three-months ended May
31, 2022, and 2021 respectively, a decrease of $9,407. We recorded a
substantially lower Gross Profit for our three-months ended May 31, 2022,
compared to the first quarter of the prior year due to a decrease in merchandise
sales. The decrease was due to a decrease in merchandise sales due to a decrease
in marketing.
Operating Expenses
We recorded $1,334,455 and $93,692 in Operating Expenses for the three-months
ended May 31, 2022, and 2021 respectively. We incurred substantially higher
Operating Expenses for our three-months ended May 31, 2022, compared to the
prior year's first quarter due to contemplated acquisition transactions, legal
fees, due diligence costs, accounting, travel, and consultants. The primary
reason for the increase in operating expenses is an increase of approximately
$516,407 in share-based expenses, approximately $577,473 in impairment expense,
and approximately $240,576 in general and administrative expenses.
Income Taxes
The Company has not recognized an income tax benefit for its operating losses
generated based on uncertainties concerning its ability to generate taxable
income in future periods. As of May 31, 2022, the Company has incurred a net
loss of approximately $3,121,510, resulting in a net operating loss for income
tax purposes. The loss results in a deferred tax asset of approximately
$655,517 at the effective statutory rate of 21%. The deferred tax asset has been
offset by an equal valuation allowance. Given our Company's inception date of
December 1, 2020, and our fiscal year end of February 28, 2022, we have
completed only two taxable fiscal years.
Net (Loss) Income
We recorded a loss of $1,373,066 and $81,477 for the three-months ended May 31,
2022, and 2021, respectively. We recorded a substantially higher net loss for
our three-months ended May 31, 2022, compared to the first quarter in the prior
year due to the factors discussed above.
Cash flow
For the first quarter ending May 31, 2022, and 2021, we had negative cash flows
from operating activities in the amount of $404,695 and $30,358, respectively.
Liquidity and Capital Resources
Our cash balance at May 31, 2022, and 2021 was $2,695 and $2,708, respectively.
We received $254,250 and $0 from the sale of shares of Common Stock for the
three-months ended May 31, 2022, and 2021 respectively. We presently are largely
reliant on capital contributions towards expenses from Mr. Ian James, the
Company's Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer, and Chairman of the Board of Directors. However, we raised
a total of $250,680 in net proceeds from Mast Hill, LLC in convertible debt in
the three-months ended May 31, 2022.
Mr. Ian James has not guaranteed that he will continue to support our capital
needs. Therefore, we may not have the ability to continue as a going concern. In
order to implement our plan of operations for the next twelve-month period, we
may require further funding. Being a start-up stage company, we have very
limited operating history. After a twelve-month period, we may need additional
financing but currently do not have any arrangements for such financing.
If we need additional cash and cannot raise it, we will either have to suspend
operations until our Company raises the necessary financing or cease operations
entirely.
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Corporate History
Better For You Wellness, Inc. ("we", "us", "our", the "Company" or the
"Registrant"), was originally incorporated with the name Fast Track Solutions,
Inc. in the State of Nevada on December 1, 2020.
On January 28, 2021, as a result of an Application for Custodianship granted by
the Eighth Judicial District Court, Clark County, Nevada, styled as "In the
matter of Sauer Energy, Inc., a Nevada corporation, Case Number: A-20-826848-P",
Jeffrey DeNunzio was appointed Custodian of Sauer Energy, Inc. (the
"Predecessor").
On April 26, 2021, the Company entered into an "Agreement and Plan of Merger",
whereas it agreed to, and subsequently participated in, a Nevada holding company
reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230, and NRS
92A.250 ("Reorganization"). The constituent corporations in the Reorganization
were Sauer Energy, Inc. ("SENY" or "Predecessor"), Fast Track Solutions, Inc.
("Successor"), and Fast Track Merger Sub, Inc. ("Merger Sub"). Jeffrey DeNunzio
was the sole director/officer of each constituent corporation in the
Reorganization.
Fast Track Solutions, Inc. issued 1,000 common shares of its common stock to
Predecessor, and Merger Sub issued 1,000 shares of its common stock to Fast
Track Solutions, Inc. immediately prior to the Reorganization. As such,
immediately prior to the merger, Fast Track Solutions, Inc. became a wholly
owned direct subsidiary of Sauer Energy, Inc. and Merger Sub became a wholly
owned and direct subsidiary of Fast Track Solutions, Inc.
Pursuant to the above, on April 26, 2021, Sauer Energy, Inc. filed Articles of
Merger with the Nevada Secretary of State. The merger became effective on May 5,
2021 at 4:00 PM EST ("Effective Time"). At the Effective Time, Predecessor was
merged with and into Merger Sub (the "Merger), and Predecessor became the
surviving corporation. Each share of Predecessor common stock issued and
outstanding immediately prior to the Effective Time was converted into one
validly issued, fully paid and non-assessable share of Fast Track Solutions,
Inc.'s ("Successors") common stock.
Fast Track Solutions, Inc., as successor issuer to Sauer Energy, Inc., continued
to trade in the OTC MarketPlace under the previous ticker symbol "SENY" until
trading under the new ticker symbol "FTRK" for the Company began on May 6, 2021.
The Company was given a new CUSIP Number by CUSIP Global Services for its common
stock of 31188W108.
On May 5, 2021, after the completion of the Reorganization, we canceled all of
the stock we held in Sauer Energy, Inc. resulting in Sauer Energy, Inc. as a
stand-alone company. Pursuant to the holding company merger agreement and
effects of merger, all of the assets and liabilities, if any, remain with Sauer
Energy, Inc. after the Reorganization. Jeffrey DeNunzio, the Director of Sauer
Energy, Inc., did not discover any assets of Sauer Energy, Inc. from the time he
was appointed Director until the completion of the Reorganization and subsequent
separation of Sauer Energy, Inc. as a stand-alone company.
On July 19, 2021, Fast Track Solutions entered into a Share Purchase Agreement
by and among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS"),
Green Ohio Ventures, LLC, an Ohio Limited Liability Company ("GOHV"), Ian James,
and Stephen Letourneau, pursuant to which, on July 30, 2021, CRS sold 700,000
shares of the Fast Track Solutions' Series A Preferred Stock and 250,000,000
shares of Common Stock, representing approximately 89.62% voting control of Fast
Track Solutions; 350,000 shares of Series A Preferred Stock were transferred to
Ian James, 350,000 shares of Series A Preferred Stock were transferred to
Stephen Letourneau, and 250,000,000 shares of Common Stock were transferred to
GOHV. The aforementioned purchasers, collectively, paid consideration of three
hundred thirty-five thousand dollars ($335,000). The consummation of the
transactions contemplated by this Share Purchase Agreement resulted in a change
in control of Fast Track Solutions, with Ian James, Stephen Letourneau and GOHV
becoming the largest controlling stockholders.
Cumulatively, Ian James and Stephen Letourneau retained a majority of the
membership interests (collectively constituting approximately 84.12%) of GOVH.
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On July 30, 2021, Mr. Jeffrey DeNunzio resigned as the Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer. In addition, Mr.
DeNunzio resigned as Director on July 30, 2021. Mr. Ian James was also appointed
as the Chief Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer, and Chairman of the Board of Directors, and Mr. Stephen Letourneau
was appointed Director. The resignation of Mr. DeNunzio was not the result of
any disagreement with the Company on any matter relating to its operations,
policies, or practices.
On August 18, 2021, a Certificate of Amendment to change our name to "Better For
You Wellness, Inc." was filed with the Nevada Secretary of State.
On August 27, 2021, Montel Williams, Leslie G. Bumgarner, Joseph J. Watson,
David H. Deming, and Dr. Nicola R. Finley, MD, were each appointed by our Board
of Directors to serve as Independent Directors of the Company.
On September 17, 2021, we entered into "Term Sheet" with Williamsburg Venture
Holdings LLC, a Nevada limited liability company ("WVH"). WVH is a
multi-strategy, private investment fund located in New York. The Term Sheet is a
private placement with registration rights, providing WVH the ability to
purchase up to $30,500,000 of our Common Stock. The term of the Term Sheet is
for 36 months. Following the execution of the term sheet, the Company is to pay
WVH $15,000 to cover associated expenses relating to, amongst other things,
preparation of future securities agreements relating to the Term Sheet. Upon
entering into definitive agreements with WVH for the purchase and sale of
equity, WVH is to immediately purchase $250,000 of the Company's restricted
common stock from the Company at a 15% discount to the last closing price of our
Common Stock as reported by the OTC Markets Group. Any future proceeds from the
sale of shares, pursuant to the aforementioned term sheet, are to go towards the
Company to be used for working capital. Pursuant to the Term Sheet, WVH may not
acquire, at any point, more than 4.99% of our outstanding shares of common
stock.
On September 17, 2021, we entered into an agreement with SRAX, Inc., a Delaware
Company ("SRAX"). Pursuant to the agreement with SRAX, the Company will be
granted access to a platform developed by SRAX, known as the "Sequire Platform"
which, amongst other things, will allow the Company to access trading data.
According to SRAX, the platform is an investor intelligence and communications
management platform that allows users to "unlock stock buyers' behaviors and
trends for issuers of publicly traded companies". In exchange for twelve months
of access to the Sequire Platform, we paid SRAX $20,000. Additional fees may be
incurred as a result of this agreement, but we cannot accurately determine what
they may be, although we believe any such fees would be nominal.
On September 17, 2021, we entered into another agreement with SRAX, whereas SRAX
will provide advertising and marketing services to the Company on a case-by-case
basis, as may be requested by the Company.
On September 17, 2021, Mr. David H. Deming was appointed Secretary of the
Company's Board of Directors.
On September 17, 2021, we engaged Carter Ledyard Milburn LLP as the Company's
legal counsel going forward, to be consulted on a case-by-case basis as may be
necessary. Any future legal fees that may be incurred are to be billed hourly
and may not be static. We believe legal counsel to be important to the growth of
the Company going forward.
On September 30, 2021, we began trading under the symbol BFYW. The new CUSIP
number associated with our common stock is 08771B105.
On October 1, 2021, our Board of Directors unanimously approved the
establishment of an Audit Committee and appointed Montel Williams, David Deming,
and Joseph Watson to the newly formed Audit Committee. Our Board of Directors
also unanimously approved the establishment of a Compensation Committee and
appointed Leslie Bumgarner, Montel Williams, and Joseph Watson to the newly
formed Compensation Committee.
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On November 18, 2021, Ms. Leslie Bumgarner advised the Company's Board of
Directors that she would resign as a director and Compensation Committee member
of the Company effective upon December 31, 2021. The resignation of Ms.
Bumgarner was not the result of any disagreement with the Company on any matter
relating to its operations, policies, or practices.
On December 3, 2021, the Company executed an Amended and Corrected Equity
Purchase Agreement (the "Equity Purchase Agreement") with Williamsburg Venture
Holdings LLC, a Nevada limited liability Company ("WVH"). The Equity Purchase
Agreement provides that WVH shall purchase from the Company, upon the filing of
a Current Report on Form 8-K regarding the Company ceasing to be a "shell"
company and on the approval of an uplisting to the OTCQB or higher market,
$250,000 of the Company's common stock at a 15% discount to the last closing
price of the Company's Common Stock as reported by the OTC Markets Group. The
Equity Purchase Agreement also provides that, upon the filing of a registration
statement on Form S-1 covering all the shares sold to WVH under the Equity
Purchase Agreement and related Amended and Corrected Registration Rights
Agreement (the "Registration Rights Agreement"), WVH shall purchase an
additional $250,000 of the Company's Common Stock at a 15% discount to the last
closing price of the Company's Common Stock as reported by the OTC Markets
Group.
On December 3, 2021, the Company also executed the Registration Rights Agreement
with WVH. Under the terms and conditions of the Registration Rights Agreement,
and to induce WVH to enter into the Equity Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act. The
Registration Rights agreement provides that the Company shall, on or before the
one hundred and eightieth (180th) day after December 3, 2021, file with the SEC
a prospectus supplement on effective Form S-1 covering the maximum number of
Registrable Securities (as defined therein) as shall be permitted to be included
thereon in accordance with applicable SEC rules, regulations and interpretations
so as to permit the resale of such Registrable Securities by the WVH, including
but not limited to under Rule 415 under the Securities Act at then prevailing
market prices (and not fixed prices), as mutually determined by both the Company
and the WVH (the "Initial Registration Statement"). The Initial Registration
Statement shall register only registrable securities. The Company shall use its
commercially reasonable efforts to have the Initial Registration Statement, and
any amendment thereto declared effective by the SEC at the earliest possible
date (in any event, within ninety (90) calendar days after the filing date of
the Initial Registration Statement). The Registration Rights Agreement also
provides that the Company is obligated to file additional registration
statements under certain circumstances.
On December 6, 2021, we announced that the Company had formed a wholly-owned
subsidiary, Glow Market LLC, an Ohio Limited Liability Company, to build and
operate digitally-native, mission-driven brands within the clean beauty sector
in multiple consumer product categories. Glow Market LLC, launched its first
brand, Better Suds, an impact-driven brand that sells cruelty-free natural soap.
Better Suds is committed to positively impacting the environment by removing 1
pound of plastic from the ocean for every soap sold through donations to Ocean
Blue Project Inc., a 501(c)(3) organization that removes plastics from oceans
and waterways. With the Company's launch of Glow Market LLC, we ceased to be a
shell company, as defined in Rule 12b-2 under the Exchange Act, and are no
longer a blank-check company.
On December 9, 2021, we announced that the Company had submitted an application
to the OTC Markets Group to up-list its common stock for trading on the OTC
Markets Venture Market, or the OTCQB, and pending the completion of the
application process and its acceptance by the OTC Markets Group, the Company
expects that its common stock will begin trading on the OTCQB under the
Company's current ticker symbol "BFYW".
On December 14, 2021, we appointed Christina Jefferson to the Board as an
Independent Director, effective January 1, 2022, in order to replace Leslie
Bumgarner whose resignation became effective December 31, 2021.
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On December 15, 2021, we reported on a phased fundraising of up to $1,000,000
USD in a Private Placement of restricted Common Stock to investors who qualify
as "accredited investors".
On February 2, 2022, we received approval from OTC Markets Group to up-list our
common stock for trading to the OTC Markets Venture Market, or the OTCQB, as of
February 3, 2022 under the Company's current ticker symbol "BFYW".
On February 5, 2022, our Board of Directors unanimously approved the
Establishment of a Strategic Advisory Committee tasked with providing
acceleration, reach and guidance to further enhance the Company's value
proposition and portfolio. Our Board of Directors appointed six initial
Committee Members by unanimous consent including: David King, Laurie Racine,
Zhiping Zhang, Melisse Gelula, Christopher Brown, and Kate Hendrickson.
Also on February 5, 2022, by unanimous consent of the five non-executive
independent members of our Board of Directors, David Deming was appointed
Chairperson of the Company's Audit Committee, Christina Jefferson was appointed
to the Company's Compensation Committee filling the vacancy left by former
director Leslie Bumgarner, and Joseph Watson was appointed as Chairperson of the
Company's Compensation Committee.
On February 11, 2022, we entered into a non-binding Letter of Intent with Amanda
Cayemitte, Yapo M'Be, and Mango Moi, LLC setting forth the contemplated terms
for a transaction in which the Company would acquire 100% ownership interest in
Mango Moi, LLC and substantially all of the property and assets of Mango Moi
including without limitation inventory, formulas, packaging, intellectual
property, customer lists, websites, domain names, and social media accounts.
On March 15, 2022, we entered into a Finder's Fee Agreement with JH Darbie &
Co., Inc. Pursuant to which JH Darbie & Co., Inc. would introduce the Issuer to
third-party investors.
On April 12, 2022, we entered into a Securities Purchase Agreement with Mast
Hill Fund, L.P., a Delaware limited partnership, pursuant to which Mast Hill
Fund, L.P. purchased a promissory note, with a principal amount of $310,000 for
a purchase price of $279,000 bearing an original issue discount of $31,000,
interest of 12% per year and a maturity date of April 12, 2023. The promissory
note is convertible into shares of our common stock at conversion price of
$0.037 per share, subject to adjustment as provided therein. We have the right
to prepay the promissory note in full, including accrued but unpaid interest,
without prepayment penalty provided an event of default, as defined therein, has
not occurred. Pursuant to the Securities Purchase Agreement, we issued to Mast
Hill 4,960,000 commitment shares of the Company's common stock as a condition to
closing. In connection with the Securities Purchase Agreement, the Company
entered into a Registration Rights Agreement with Mast Hill Fund, L.P. pursuant
to which we are obligated to file a registration statement within 90 days of the
date of the Registration Rights Agreement covering the sale of the commitment
shares and the shares of our common stock that may be issued to Mast Hill Fund,
L.P. pursuant to the conversion of the promissory note. Pursuant to the Finder's
Fee Agreement we entered into on March 15, 2022 with JH Darbie & Co., Inc., fees
of approximately $22,320.00 were paid to JH Darbie & Co., Inc. in addition to
non-callable warrants expiring 5 years after the date of issuance equal to 8%
warrant coverage of the amount raised, entitling JH Darbie & Co., Inc. thereof
to purchase our common stock at a purchase price equal to 120% of the exercise
price of the transaction or the public market closing price of our common stock
on the date of the transaction, whichever is lower.
Also on April 12, 2022, we entered into an Agreement to Terminate Amended and
Corrected Equity Purchase Agreement (the "Agreement to Terminate") with WVH to
terminate the aforementioned Equity Purchase Agreement, whereby WVH agreed to
forfeit the 7,048,873 shares of our common stock that were previously issued to
WVH as commitment shares pursuant to the Equity Purchase Agreement.
On April 15, 2022, we entered into a Placement Agent Agreement with JH Darbie &
Co., Inc. pursuant to which JH Darbie would possibly participate as a sales
agent in the private placement of a $5,000,000 Equity Line of Credit.
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. Pursuant to the Placement Agent Agreement
entered into on April 15, 2022 with JH Darbie & Co., Inc., the Company will pay
to Darbie a fee equal to 3% of the gross proceeds raised from the sale of the
securities, including all amounts placed in an escrow account or payable in the
future and all amounts paid or payable upon exercise, conversion or exchange of
such securities received or receivable directly by the Company. Such
consideration paid in cash shall be paid directly to Darbie out of escrow, as
and when such consideration is paid to the Company.
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On April 29, 2022, we entered into a Membership Interest Purchase Agreement (the
"MIPA") with Amanda Cayemitte and Yapo M'be (the "Sellers") to acquire the
right, title and interest in, including all of the outstanding membership
interests of Mango Moi, LLC, for the consideration and on the terms set forth in
the MIPA. Additionally, in accordance with the terms of the MIPA, we entered
into an Employment Agreement with Mango Moi, LLC founder Amanda Cayemitte, and a
Consulting Agreement with Yapo M'be, respectively.
On May 26, 2022, we closed on the Membership Interest Purchase Agreement (the
"MIPA") and acquired Mango Moi, LLC with a purchase price of $597,726.57 worth
of shares of the Company's common stock, which consisted of 11,000,000 shares of
common stock, 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. In
accordance with the terms of the MIPA, we entered into an Employment Agreement
with Mango Moi, LLC founder Amanda Cayemitte, and a Consulting Agreement with
Yapo M'be, respectively.
On June 7, 2022, we entered into a Securities Purchase Agreement with Mast Hill
Fund, L.P., a Delaware limited partnership, pursuant to which Mast Hill Fund,
L.P. purchased a promissory note, with a principal amount of $310,000 for a
purchase price of $279,000 bearing an original issue discount of $31,000,
interest of 12% per year and a maturity date of June 7, 2023. The promissory
note is convertible into shares of our common stock at conversion price of
$0.037 per share, subject to adjustment as provided therein. We have the right
to prepay the promissory note in full, including accrued but unpaid interest,
without prepayment penalty provided an event of default, as defined therein, has
not occurred. Pursuant to the Securities Purchase Agreement, we issued to Mast
Hill 4,960,000 commitment shares of the Company's common stock as a condition to
closing. In connection with the Securities Purchase Agreement, the Company
entered into a Registration Rights Agreement with Mast Hill Fund, L.P. pursuant
to which we are obligated to file a registration statement within 90 days of the
date of the Registration Rights Agreement covering the sale of the commitment
shares and the shares of our common stock that may be issued to Mast Hill Fund,
L.P. pursuant to the conversion of the promissory note. Pursuant to the Finder's
Fee Agreement we entered into on March 15, 2022 with JH Darbie & Co., Inc., fees
of approximately $22,320.00 were paid to JH Darbie & Co., Inc. in addition to
non-callable warrants expiring 5 years after the date of issuance equal to 8%
warrant coverage of the amount raised, entitling JH Darbie & Co., Inc. thereof
to purchase our common stock at a purchase price equal to 120% of the exercise
price of the transaction or the public market closing price of our common stock
on the date of the transaction, whichever is lower.
On June 18, 2022, Dr. Nicola Finley advised the Company's board of directors
that she will resign as a board member of the Company and that her resignation
is effective immediately. Dr Finley also notified the board of directors of her
willingness to voluntarily relinquish the compensatory options referenced in her
Director Agreement dated August 29, 2021.
The resignation of Dr. Finley was not the result of any disagreement with the
Company on any matter relating to its operations, policies, or practices.
On June 20, 2022, the Company's board of directors unanimously approved the
appointment of Melisse Gelula as a non-executive independent director of the
Company, effective immediately.
On July 11, 2022, the Company entered into a Common Share Option Cancellation
and Forfeiture Agreement with former Director Dr. Nicola Finley (the "Option
Cancellation and Forfeiture Agreement"). Under the Option Cancellation and
Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr.
Nicola Finley's option to purchase 4,000,000 common shares of the Company that
was granted to the optionee pursuant to the Director Agreement dated as of
August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no
further rights to exercise the option to purchase 4,000,000 common shares of the
Company. The cancellation and forfeiture set forth in the Option Cancellation
and Forfeiture Agreement shall not affect the restricted common shares granted
by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated as
of August 29, 2021. As a payment in lieu of whatever benefits, if any, to which
Dr. Nicola Finley may have been entitled to under the option to purchase
4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley
$1.00.
On July 19, 2022, the Company's Board of Directors approved and adopted a Code
of Business Conduct and Ethics and Compliance Program designed to deter
wrongdoing and to promote the types of conduct by directors, executives, and
employees to uphold a strong sense of ethics and integrity.
On July 21, 2022, the Company's Compensation Committee approved a formal
Employment Agreement with Ian James, the Company's Chief Executive Officer and
the Company entered into the Agreement with Mr. James as of July 21, 2022. Also
on July 21, 2022, the Company's Compensation Committee approved a formal
Employment Agreement with Stephen Letourneau, the Company's Chief Branding
Officer and the Company entered into the Agreement with Mr. Letourneau as of
July 21, 2022.
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