Better For You Wellness (BFYW) Risk Analysis
Risk Overview Q2, 2018
Source: the company's latest filing for the period ended May 31, 2018, filed Jul 23, 2018
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1Our officers have no experience in managing a public company.
Our present officers have no previous experience in managing a public company and we do not have a sufficient number of independent contractors to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of independent contractors. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Risk Highlights Q2, 2018
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 20
- Share Price & Shareholder Rights - Risk 1The large number of shares eligible for immediate and future sales may depress the price of our stock.
As of August 31, 2017, we had 351,229,209 shares of common stock outstanding, 185,693,772 shares are "free trading" and may serve to overhang the market and depress the price of our common stock. 23,000,000 shares were originally registered in the Beaufort S-1 of and we issued 16,231,584 over 8 Puts as of August 31, 2015. In the Sauer v. St George settlement, 5,000,000 shares were issued as free trading. Payments to St George for a note were converted and 11,891,270 shares were issued as free trading. Therefore, 13,052,392 shares are available for sale under Rule 144. 38,000,000 were originally registered in the Beaufort S-1 filed on January 5, 2016, and we issued 37,999,956 shares over 13 Puts as of August 31, 2016. 55,700,000 shares were originally registered in the Beaufort S-1 of July 15, 2016. As of August 31, 2016, we had not issued any shares; as of November 21, 2017, we issued 20,867,229 over 8 Puts under the Equity Purchase Agreement. Therefore, 21,236,041 shares are available for sale under Rule 144.
- Share Price & Shareholder Rights - Risk 2Additional financings may dilute the holdings of our current shareholders.
In order to provide capital for the operation of the business, we may enter into additional financing arrangements. These arrangements may involve the issuance of new shares of common stock or debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.
- Share Price & Shareholder Rights - Risk 3There is currently a limited public market for our common stock. Failure to develop or maintain a trading market could negatively affect its value and make it difficult or impossible for you to sell your shares.
Our common stock trades on the OTCQB under the Symbol SENY. There has been a limited public market for our common stock and an active public market for our common stock may not develop. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
- Share Price & Shareholder Rights - Risk 4"Penny Stock" rules may make buying or selling our common stock difficult. Limitations upon Broker-Dealers Effecting Transactions in "Penny Stocks"
Trading in our common stock is subject to material limitations as a consequence of regulations which limit the activities of broker-dealers effecting transactions in "penny stocks." Pursuant to Rule 3a51-1 under the Exchange Act, our common stock is a "penny stock" because it (i) is not listed on any national securities exchange or The NASDAQ Stock Market, (ii) has a market price of less than $5.00 per share, and (iii) its issuer (the Company) has net tangible assets less than $2,000,000 (if the issuer has been in business for at least three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years). Rule 15g-9 promulgated under the Exchange Act imposes limitations upon trading activities on "penny stocks", which makes selling our common stock more difficult compared to selling securities which are not "penny stocks." Rule 15a-9 restricts the solicitation of sales of "penny stocks" by broker-dealers unless the broker first (i) obtains from the purchaser information concerning his financial situation, investment experience and investment objectives, (ii) reasonably determines that the purchaser has sufficient knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in "penny stocks", and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser's investment experience and financial sophistication. Rules 15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in "penny stocks" first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document identifying the risks inherent in investing in "penny stocks", (ii) all compensation received by the broker-dealer in connection with the transaction, (iii) current quotation prices and other relevant market data, and (iv) monthly account statements reflecting the fair market value of the securities. There can be no assurance that any broker-dealer which initiates quotations for the Common Stock will continue to do so, and the loss of any such broker-dealer likely would have a material adverse effect on the market price of our common stock.
- Share Price & Shareholder Rights - Risk 5Shares Eligible for Future Sale
Of our 351,229,209 issued and outstanding shares, 185,693,772 are currently free trading. In addition, we believe that approximately 87,739,892 shares are currently restricted but are presently eligible or become eligible to become free trading under Rule 144 under the Securities Act of 1933, as amended, in the next six months. In addition, each of our officers, directors or affiliates, who own an aggregate of 62,852,500 shares may sell 1% of the Company's outstanding shares (approximately 3,512,292 shares) every three months under Rule 144.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
