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
Corporate History
Better For You Wellness, Inc. (we, us, our, the "Company" or the "Registrant"),
formerly known as Fast Track Solutions, Inc., was incorporated 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 a "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"), Better For You Wellness, 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 Better For You Wellness,
Inc.'s ("Successors") common stock.
13
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
the new ticker symbol "FTRK" for the Company was released into the OTC
MarketPlace 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
cancelled 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.
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, 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.
14
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 November 18, 2021, Ms. Leslie Bumgarner advised the Company's board of
directors that she will resign as a board member of the Company and that her
resignation is 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.
15
On December 6, 2021, we announced that the Company has formed a wholly-owned
subsidiary, Glow Market LLC ("Glow Market"), an Ohio Limited Liability Company,
to build and operate digitally-native, mission-driven brands within the clean
beauty sector in multiple consumer product categories. The Company's subsidiary,
Glow Market, has 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., which is a
501(c)(3) organization removes plastics from oceans and waterways.
With the Company's launch of Glow Market and Better Suds, we announced that the
Company has ceased to be a shell company, as defined in Rule 12b-2 under the
Exchange Act, and is no longer a blank-check company.
On December 9, 2021, we announced that the Company has 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 Offering of restricted Common Stock to investors who
qualify as "accredited investors". The purpose of this phased Private Placement
Offering is to bolster the Company's balance sheet as it works towards
finalizing and closing the acquisitions contemplated in the Company's three
previously announced Letters of Intent with Ironwood Clay Co., Mary Louise
Cosmetics, and Cannuka.
© Edgar Online, source Glimpses