Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 5, 2023, the management and the Audit Committee of the Board of Directors of Better For You Wellness, Inc. (the "Company") concluded that the following financial statements should be restated and should no longer be relied upon:

(i) The Company's unaudited consolidated financial statements for the three


     months ended May 31, 2022 included in the Company's Quarterly Report on Form
     10-Q, filed with the Securities and Exchange Commission (the "SEC") on August
     9, 2022 (the "Q1 2022 10-Q"); and

(ii) The Company's unaudited consolidated financial statements for the three and


      six months ended August 31, 2022 included in the Company's Quarterly Report
      on Form 10-Q, filed with the SEC on October 21, 2022 (the "Q2 2022 10-Q" and
      together with the Q1 2022 10-Q, the "Filings").

The following errors impacted the Filings:

(i) Incorrectly itemization of accounts payable to reflect certain itemized

expenses;

(ii) Failure to include the rounding up of shares to reflect the correct total

number of issued common stock;

(iii) Failure to include certain accrued expenses to the accounts payable

section;

(iv) Incorrect calculation of closing dates regarding the reporting period for

goods sold;

(v) Incorrect calculation of closing dates regarding the reporting period for

costs of goods sold;

(vi) Incorrect statement of impaired expenses of $577,473 related to the

acquisition of Mango Moi;

(vii) Incorrect calculation of stock option agreements with Mast Hill and members

of the Company's Board of Directors;

(viii) Incorrect calculation of selling, general and administrative operating


        expenses, which have been retranslated to comply with reporting standards
        under accounting principles generally accepted in the United States
        ("GAAP");

(ix) Incorrect itemization of stock warrant expenses, reflected in the

reitemization of $36,366;

(x) Portions of the cash flow section of the financials did not meet GAAP

standards;

(xi) Omission of unaccounted depreciation in the financial statements; and

(xii) Certain other incorrect calculations.

The Company has determined that the reporting effects of the above errors had a material impact to the Company's unaudited consolidated financial statements of the Company for the three months ended May 31, 2022, as reported in the Q1 2022 10-Q, and for the three and six months ended August 31, 2022, as reported in the Q2 2022 10-Q. As a result, the unaudited consolidated financial statements for the three months ended May 31, 2022 and the unaudited consolidated financial statements for the three and six months ended August 31, 2022 will be restated, and the Company will file an amendment to each of the Q1 2022 10-Q and the Q2 2022 10-Q with the SEC.

The Company's management concluded that in light of the errors mentioned above, a material weakness existed in the Company's internal control over financial reporting related to the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2022 and August 31, 2022, and the Company's disclosure controls and procedures were not effective as of such dates. The Company's remediation plan with respect to such material weakness will be described in more detail in the amendment to be filed to each of the Q1 2022 10-Q and the Q2 2022 10-Q.

The Company's management and its Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with GBQ Partners LLC, the Company's independent registered public accounting firm.





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