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 $6,986 and $0 in revenue for
the three months ended November 30, 2022, and 2021 respectively. Our Company
generated $9,008 and $0 in revenue for the nine months ended November 30, 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.



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
humans' 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 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.

Our management team monitors various trends and factors that follow, which could impact our operating performance.

As an early-stage company, the Company has relatively few transactions to date.





                                       15

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
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.



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 the
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, 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.



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, 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. 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.





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,
workforce optimization, and outsourcing projects as deemed appropriate.



                                       16





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
and functional beverage, women's wellness and pet care. 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.

Strategic Advisory Committee





To assist in the expansion of the Company, management sought and received
unanimous consent from 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.

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
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, including deferred compensation, were the single largest category of
cash expenditures for the quarter. Pursuant to their Employment Agreements, Ian
James, Stephen Letourneau and Jacob Ellman have deferred compensation.
Accordingly, the following represents each individual's deferred compensation
since March 1, 2022: Ian James has deferred $141,197, Stephen Letourneau has
deferred $106,810, and Jacob Ellman has deferred $36,492. Both Mr. James and Mr.
Letourneau have stipulated that they will seek to convert at least 66% of their
deferred compensation into restricted Common Shares at a $0.037 per share price
to be consistent with the Mast Hill per share pricing. Management expects legal
costs to taper as a percentage of overall SG&A as the company grows. 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 comprises 6 members, 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.





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 November 30, 2022,
the Company had no deferred revenues.



                                       17





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.





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.



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 or 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), 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.





                                       18





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            For the           For the           For the
                                            three months      three months       nine months       nine months
                                               Ended              Ended             Ended             Ended
                                            November 30,      November 30,      November 30,      November 30,
                                                2022              2021              2022              2021

Revenues                                            6,986                 -             9,008                 -
Cost of Goods                                       5,823                 -            15,381                 -

Gross Profit and Gross Margin                       1,163                 -

           (6,373 )               -
Operating Expenses                                605,163         1,066,097         2,184,659         1,152,153
Net (Loss) Income                                (659,935 )      (1,066,097 )      (2,191,032 )      (1,152,153 )




Revenues




The company generated $6,986 and $0 for the three months ended November 30,
2022, and 2021 respectively, a increase of $6,986. The company generated $9,008
and $0 for the nine months ended November 30, 2022, and 2021 respectively, a
increase of $9,008. The increase was due to the Company having sales from its
Mango Moi operation.



Cost of Goods Sold




We recorded $5,823 and $0 for Cost of Goods Sold for the three months ended
November 30, 2022, and 2021 respectively, an increase of $5,823. We recorded
$15,381 and $0 for Cost of Goods Sold for the nine months ended November 30,
2022, and 2021 respectively, an increase of $15,381.



Gross Profit and Gross Margin



We recorded $1,163 and $0 in Gross Profit for the three months ended November
30, 2022, and 2021 respectively, a increase of $1,163. The increase was due to
the increase in sales and the streamlining of manufacturing. We recorded a
negative $6,373 and $0 in Gross Profit for the nine months ended November 30,
2022, and 2021 respectively, a decrease of $6,373. The decrease was due to the
reformulating and reconfiguring Mango Moi production over the period.



Operating Expenses



We recorded $605,163 and $1,066,097 in Operating Expenses for the three months
ended November 30, 2022, and 2021 respectively. We recorded $2,184,659 and
$1,152,153 in Operating Expenses for the nine months ended November 30, 2022,
and 2021 respectively.

We incurred $460,934 in lower Operating Expenses for the three months ended November 30, 2022 due to approximately $346,762 in share-based expenses, and approximately $258,401 in general and administrative expenses, compared to $532,243 and $533,854 in share-based expenses, and general administrative expenses, respectively, for the three months ended November 30, 2021. The decrease in general expenses and administrative 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.





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 November 30, 2022, the Company has incurred a
net loss of approximately $4,105,379 resulting in a net operating loss for
income tax purposes.  The loss results in a deferred tax asset of approximately
$862,130 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 $659,935 and $1,066,097 for the three months ended
November 30, 2022, and 2021 respectively. We recorded a lower net loss during
this period compared to the same quarter of the prior year due to an reduced
Operating Expenses during the period. We recorded a loss of $2,191,032 and
$1,152,153 for the nine months ended November 30, 2022, and 2021 respectively.
We recorded a greater net loss for our thirdquarter for the nine months ended
November 30, 2022, compared to the same quarter of the prior year due to an
increase in Operating Expenses.



                                       19

Liquidity and Capital Resources





Our cash balance was $3,154 and $0 as of November 30, 2022, and 2021
respectively. We received $0 and $0 from the sale of shares of Common Stock for
the nine months ended November 30, 2022, and 2021 respectively. We presently are
largely reliant on capital contributions towards expenses from Mr. Ian James,
the Company's Chief Executive Officer, President, Treasurer, and Chairman of the
Board of Directors. Mr. James loaned the Company $39,500 last quarter. Our Audit
Chairman, David Deming loaned the Company $145,000 in the three months ending
November 30, 2022. Mr. Deming has indicated that he plans to convert the loan
into equity.



Mr. Ian James has not guaranteed that he will continue to support our capital
needs. Therefore, we may not be able to continue as a going concern. We may
require further funding to implement our operations plan for the next twelve
months. Being a start-up stage company, we have a very 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 of
the Standby Equity Commitment Agreement with MacRab LLC.



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.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements including special purpose entities.





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 Holding Company 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.



                                       20





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.

Ian James and Stephen Letourneau retained a majority of the membership interests (collectively constituting approximately 84.12%) of GOVH.





On July 30, 2021, Mr. Jeffrey DeNunzio resigned as the Chief Executive Officer,
Chief Financial Officer, President, Secretary, and Treasurer. In addition, Mr.
DeNunzio resigned as Director on July 30, 2021. Mr. Ian James was appointed as
the Chief Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer, and Chairman of the Board of Directors. 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 a "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, allowing WVH 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. According to the aforementioned term sheet,
any future proceeds from the sale of shares are to go towards the Company to be
used for working capital. According 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"). Under 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. Any future
legal fees that may be incurred are to be billed hourly and may not be static.
We believe legal counsel is important to the company's growth 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.



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.



                                       21





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.





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, and 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.



                                       22





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
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.



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 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.



                                       23






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, the
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 a 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 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
August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr.
Nicola Finley may have been entitled 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. As
compensation under the Employment Agreement, beginning March 1, 2022, Mr. James
will earn a Base Salary in the amount of $199,196 per annum and shall also be
eligible to earn an additional payment (Bonus) of $68,328.



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. As compensation under the Employment Agreement, beginning March
1, 2022, Mr. Letourneau will earn a Base Salary in the amount of $152,787 per
annum and shall also be eligible to earn an additional payment (Bonus) of
$70,632.



On August 15, 2022, Melisse Gelula 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. Melisse Gelula was not compensated by the Company for her
services as a director since June 20, 2022. Melisse Gelula is to remain a member
of the Company's Strategic Advisory Committee as previously announced and filed
on February 10, 2022.

The resignation of Melisse Gelula as a director was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

On August 31, 2022, BF Borgers CPA PC ("BF Borgers") furnished a letter addressed to the Securities and Exchange Commission stating whether BF Borgers agrees with following statements:

? The Audit Committee (the "Committee") of the Company had conducted a

competitive selection process to determine the Company's independent registered

public accounting firm for the fiscal year ending February 28, 2023. The

Committee evaluated several public accounting firms in this process, including

BF Borgers, the Company's independent registered public accounting firm for the

fiscal year ended February 28, 2022. As a result of this process, the Committee

approved the appointment of GBQ Partners LLC ("GBQ") as the Company's

independent registered public accounting firm for the fiscal year ending

February 28, 2023. This action effectively dismissed BF Borgers as the

Company's independent registered public accounting firm as of August 31, 2022.






                                       24

? The reports of BF Borgers on the Company's condensed consolidated financial

statements for the fiscal years ended February 28, 2022 and 2021 did not

contain an adverse opinion or disclaimer of opinion and were not qualified or

modified as to uncertainty, audit scope, or accounting principles. In

connection with the audits of the Company's condensed consolidated financial

statements for the fiscal years ended February 28, 2022 and 2021, and in the

subsequent interim periods through August 31, 2022, there were no disagreements

with BF Borgers on any matters of accounting principles or practices, financial

statement disclosure or auditing scope and procedures which, if not resolved to

the satisfaction of BF Borgers, would have caused BF Borgers to make reference

to the matter in their reports. There were no reportable events (as that term

is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal

years ended February 28, 2022 and 2021, or in the subsequent periods through

August 31, 2022.




A copy of BF Borgers' letter, dated August 31, 2022, is filed as Exhibit 16.1 to
a Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 31, 2022.



During the two most recent fiscal years and in the subsequent interim periods
through August 31, 2022, the Company has not consulted with GBQ with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that would have been
rendered on the Company's unaudited condensed consolidated financial statements,
or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.



On September 20, 2022, the Company entered into a Manufacturing Agreement with
Ironwood Clay Company (ICCI) to develop commercially scaled Personal Care
Products for Mango Moi and other products in the Company's portfolio. The
Company agreed to pay a non-refundable deposit of $10,000 USD for up to 8
Product Formula. This includes three formulation revisions and samples per
Product Formula (each iteration of sampling of up to 500gr./ml.). Additional
revisions to the Formula(s) will be charges to the Client at a rate of $500

USD
per revision.



Once the Company has approved the final Formula(s) and places a Purchase Order
exceeding $10,000 USD, the non-refundable deposit will be applied to the total
amount of the Purchase Order. Upon ordering at least Twenty Five Thousand US
Dollars ($25,000 USD) of each Product Formula, the exclusivity granted to ICCI
herein in respect of such Product and Formula shall cease, the Company shall no
longer be obligated to purchase Products from ICCI, and the Client shall be free
to engage any other manufacturer for such purpose.



On September 22, 2022, the Company announced the cancelation of the Letter of
Intent (LOI) to acquire Ironwood Clay Company (ICCI) because ICCI was unable to
have its Clay Mining Operation adequately meet SEC reporting requirements
related to the mining of a natural resource. Additionally, ICCI owners were
unwilling to bifurcate the Mining Operation from the Personal Care
Manufacturing.

On September 22, 2022, the Company announced the Letter of Intent (LOI) to acquire The Ideation Lab 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.



The Jordre Well is a functional beverage company that is 49% owned by Coffee
Holding Co., Inc. (NASDAQ: JVA), a leading integrated wholesale coffee roaster
and dealer in the United States. Earlier this week, The Jordre Well announced
its portfolio of products from Stephen James Curated Coffee Collection
("SJCCC"), the Company's premium coffee brand, which is now being sold through
Amazon.com and is in discussion with major national retailers. The e-commerce
giant carries 8 of SJCCC's premium coffee products and ships to more than 100
countries around the globe. Additionally, the deal contemplates Coffee Holding
Company continuing its global purchase of coffee beans, manufacturing,
distribution, and licensure of its Cafe Caribe and Harmony Bay to The Jordre
Well for Hemp infusion.



On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section
2(a) of the Registration Rights Agreement dated 4/12/22 to 270 calendar days to
file the initial Registration Statement and 360 calendar days to have it
declared effective. This extension follows the July 11, 2022 extension in which
Mast Hill Fund agreed to extend the timeframes in section 2(a) of the
Registration Rights Agreement dated 4/12/22 to 180 calendar days to file the
initial Registration Statement and 270 calendar days to have it declared
effective. In consideration of the extension, on October 12, 2022, the Board of
Directors authorized the issuance of 2,686,667 Common Shares to Mast Hill for
consideration of the extension of the 4/12/2022 Registration Rights Agreement.



                                       25

On October 12, 2022, the Board of Directors authorized the issuance of 760,870 Common Shares @ $0.023 per share to retire $17,500 of the $35,000 Loan. The balance of $17,500 was agreed to be paid in the first quarter of the 2023 calendar year.


On October 12, 2022, our Board of Directors approved to renew 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 $30,000.
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.




Pursuant to the Company's Compensation Committee approval of July 21, 2022, the
Company entered a formal Employment Agreement with Jacob Ellman, the Company's
Chief Business Development Officer and the Company entered into the Agreement
with Mr. Ellman as of October 14, 2022. As compensation under the Employment
Agreement, beginning March 1, 2022, Mr. Ellman will earn a Base Salary in the
amount of $128,656 per annum and shall also be eligible to earn an additional
payment (Bonus) of $41,140.




On December 7, 13,918,999 restricted Common Shares were issued to SRAX as a part
of the September 17, 2021 contract with SRAX, Inc. in which payment in the
amount of $380,000 for services was made in securities. The share issuance
addresses the "Dilutive Issuance" of securities pursuant to section 4(d) Share
Adjustment of the contract.




On January 9, 2023, Anthony L.G., PLLC replaced Carter Ledyard Milburn LLP as
the Company's legal counsel going forward, to be consulted on a case-by-case
basis. Any future legal fees that may be incurred are to be billed hourly and
may not be static. We believe legal counsel is important to the company's growth
going forward. The Company seeks to retire the debt owed to Carter Ledyard
Milburn by August 31, 2023.



On January 31, 2023, the Company appointed Dr. Pratibha Chaurasia, CPA, CA,
Ph.D. as Fractional Chief Financial Officer ("CFO"). Pratibha offers over 24
years of diverse professional experience in financial reporting and auditing
under GAAP and IFRS, with expertise in PCAOB audits and more. Chaurasia is the
founder of Aprari Solutions and was formerly a Professor of International
Finance and Management at the Daly College Business School and a Manager of
Operations at Max Life Insurance Company Limited, formerly known as Max New York
Life Insurance Company Limited.



On January 31, 2023, the Company entered into an agreement with Aprari Solutions
for accounting and audit-related services (the "Engagement Letter"). 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 US GAAP and
PCAOB audit standards and procedures. Aprari Solutions will be paid $25,000 over
12 months for accounting and auditing assistance services, and for fractional
CFO services, $30,000 in cash and $10,000 in stock over 12 months.



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