BFYW going to uplist to otcqb
OTCQB Certification
I, Ian James, CEO of Better For You Wellness, Inc. (“the Company”), certify that:
1. The Company is registered or required to file periodic reporting with the SEC or is exempt from SEC registration as indicated below (mark the box below that applies with an “X”):
[X] Company is registered under Section 12(g) of the Exchange Act
[?] Company is relying on Exchange Act Rule 12g3-2(b)
[?] Company is a bank that reports to a Bank Regulator under Section 12(i) of the Exchange Act
[?] Company is a bank that is non-SEC reporting but is current in its reporting to a Banking Regulator
[?] Company is reporting under Section 15(d) of the Exchange Act.
[?] Company is reporting under the Alternative Reporting Company Disclosure Guidelines
[?] Company is reporting under Regulation A (Tier 2)
[?] Other (describe)
2. The
and such information has been posted either on the SEC’s EDGAR system or the OTC Disclosure & News Service, as applicable.
Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters,
3. The Company Profile displayed on www.otcmarkets.com is current and complete as of November 12, 2021 and includes the total shares outstanding, authorized, and in the public float as of that date.
4. The share information below is for the primary OTCQB traded security as of the latest practicable date: Trading Symbol BFYW
The data in this chart is as of:
Shares Authorized
Total Shares Outstanding
Number of Restricted Shares (SEE NOTE 1 BELOW)
Unrestricted Shares Held by Officers, Directors, 10% Control Persons & Affiliates Public Float: Subtract Lines C and D from Line B
% Public Float: Line E Divided by Line B (as a %) (SEE NOTE 2 BELOW) Number of Beneficial Shareholdersof at least 100 shares (SEE NOTE 3 BELOW)
NOTE 1:
December 3, 2021 (A) 500,000,000
(B) 370,072,945 (C) 277,424,594 (D) 0
(E) 92,648,351 (F) 25.04%
(G) 154
Restricted Shares means securities that are subject to resale restrictions for any reason. Your transfer agent should be able to
provide the total number of restricted securities.
NOTE 2: Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “10 percent Control Person”), or any Affiliates thereof, or any Family Members of officers, directors and control persons. Family Member shall mean a Person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such Person's home. OTCQB traded securities are required to have a freely traded public float of at least 10% of the shares outstanding, unless an exemption applies.
NOTE 3: Beneficial Shareholder means any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security. OTCQB traded securities are required to have at least 50 beneficial shareholders, unless an exemption applies.
5. The company is duly organized, validly existing and in good standing under the laws of Nevada in which the Company is organized or does business.
OTC Markets Group Inc. OTCQB Certification (v. 3.0 June 23, 2020)
6. The following is a complete list of any law firm(s) and attorney(s) that acted as the Company’s primary legal counsel in preparing its most recent annual report. Include the firm and attorney(s) name if outside counsel, or name and title if internal counsel. (If no attorney assisted in putting together the disclosure, identify the person(s) who prepared the disclosure and their relationship to the company.) Please also identify any other attorney, if different than the primary legal counsel, that assisted the company during the prior fiscal year on any matter including but not limited to, preparation of disclosure, press releases, consulting services, corporate action or merger assistance, etc.
Prior Management (Responsible for FIlings Prior to Aug. ‘21)
Name: Jeffrey DeNunzio
Former Title(s): Chief Executive Officer, Chief Financial Officer, and Director
Consultants (Assisted in Filings and Disclosures from Aug. ‘21 to Nov. ‘21)
Firm Name: CRS Consulting, LLC
Address: 780 Reservoir Ave. #123, Cranston, Rhode Island, USA, 02910 Contact Names: Paul Moody
Primary Legal Counsel (Sept. ‘21 - Current)
Firm Name: Carter Ledyard & Milburn LLP
Address: 2 Wall Street, New York, New York, USA, 10005 Attorney Names: Guy Lander, Esq. & Paul J. Brown III, Esq.
7. The following is a complete list of third party providers, including names and addresses, engaged by the Company, its officers, directors or controlling shareholders, at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification, to provide investor relations services, public relations services, marketing, brand awareness, consulting, stock promotion, or any other related services to the Company. Please describe the services provided by each third party provider listed below.
Provider Name: SRAX, Inc.
Address: 2629 Townsgate Road, Suite 215, Westlake Village, California, USA, 91361 Contact Name: Erik Carlson
Services Provided: Marketing
8. Convertible Debt
The following is a complete list of all promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities that were issued or outstanding at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification:
[x] Check this box if there were no promissory notes, convertible notes, or other convertible debt arrangements issued or outstanding at any point during this time period.
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
# Shares Converted to Date
Name of Noteholder (entities must have individual with
Reason for Issuance (e.g. Loan, Services, etc.)
OTC Markets Group Inc. OTCQB Certification (v. 3.0 June 23, 2020)
voting / investment control disclosed).1
Use the space below to provide any additional details, including footnotes to the table above:
9. Officers, Directors and 5% Control Persons
The following is a complete list of Officers, Directors and 5% Control Persons (control persons are beneficial owners five percent (5%) or more of any class of the issuer’s equity securities), including name, address, and number of shares owned. Options and warrants that can be converted into common shares within the next 60 days should be included in the shareholdings listed below. If any of the beneficial shareholders are corporate entities, provide the name and address of the person(s) owning or controlling such corporate entities.
Name
Ian James
Stephen Letourneau
Montel Williams Joseph Watson Leslie Bumgarner David Deming Dr. Nicola Finley Green Ohio
City and State (and Country if outside US)
Columbus, Ohio Columbus, Ohio
Miami, Florida Chillicothe, Ohio Mechanicsburg, Ohio Delray Beach, Florida Tucson, Arizona Columbus, Ohio
Number of Shares Owned (list common, warrants and options separately) 350,000 Series A Preferred Shares1,2
350,000 Series A Preferred Shares1,2
25,000 Common Shares 25,000 Common Shares 25,000 Common Shares 25,000 Common Shares 25,000 Common Shares 207,898,684 Common Shares
Percentage of Class of Shares Owned
50%
50%
0.0068% 0.0068% 0.0068% 0.0068% 0.0068% 57.74%
Ventures, LLC
1: There are 700,000 shares of Series A Preferred Stock, $0.0001 par value, issued and outstanding as of the date of this report. Each one share of the
Series A Preferred Stock has voting rights equal to one thousand (1,000) votes of Common Stock.
2: Ian James and Stephen Letourneau, collectively, retain a majority of the membership interest (constituting approximately 83.16%) of Green Ohio Ventures, LLC. Individually, Stephen Letourneau and Ian James each retain approximately 41.58% of the membership interest of Green Ohio Ventures, LLC,. Ian James is the Managing Member. Ian James and Stephen Letourneau are deemed to exercise voting and investment control over the shares held by Green Ohio Ventures, LLC.
Options
1 International Reporting Companies may elect not to disclose the names of noteholders who are non-affiliates of the company. “Affiliate” is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, an officer, a director, or a shareholder beneficially-owning 10 percent or more of the Company’s outstanding shares.
OTC Markets Group Inc. OTCQB Certification (v. 3.0 June 23, 2020)
Name
City and State (and Country if outside US) Miami, Florida
Chillicothe, Ohio Mechanicsburg, Ohio Delray Beach, Florida Tucson, Arizona
Option Description
Option to Purchase 4,000,000 Common Shares at $0.25 USD Per Share3
Option to Purchase 4,000,000 Common Shares at $0.25 USD Per Share3
Option to Purchase 4,000,000 Common Shares at $0.25 USD Per Share3
Option to Purchase 4,000,000 Common Shares at $0.25 USD Per Share3
Option to Purchase 4,000,000 Common Shares at $0.25
Montel Williams Joseph Watson Leslie Bumgarner David Deming Dr. Nicola Finley
USD Per Share3
3: The Options to Purchase Common Shares vest at a rate of 12.5% (Options to purchase 25,000 shares of Common Stock) starting on September 30,
2021 and 12.5% (Options to purchase 25,000 shares of Common Stock) per quarter thereafter. Accordingly, the Options to Purchase Common Stock will be fully vested on June 30, 2023. The options are exercisable from the first anniversary of the grant date.
10.
Certification
Date: December 13, 2021
Name of Certifying CEO or CFO: Ian James
Title: CEO
Signature:
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
OTC Markets Group Inc.
OTCQB Certification (v. 3.0 June 23, 2020)
