Item 2.02 Results of Operations and Financial Condition.

On March 23, 2023, Body and Mind Inc. (the "Company" or "BaM") issued a news release announcing its financial results for the second quarter of fiscal year 2023 ended January 31, 2023. The information regarding the financial results for the second fiscal quarter ended January 31, 2023 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On March 23, 2023, the Company issued a news release to announce financial results for the second quarter of fiscal year 2023 ended January 31, 2023 and to provide shareholders with an operational update. All financial information is provided in U.S. dollars unless otherwise indicated.





       Q2 FY 2023 Summary & Comparison to Q1 FY 2023 (in Millions of US$)



                       Q2 FY 2023      Q1 FY 2023
Revenue             $         7.7     $       7.8
Net Income/(Loss)   $        (2.7 )   $      (3.0 )
Adjusted EBITDA*    $        (1.3 )   $      (1.6 )

Q2 FY 2023 (ended January 31, 2023) and Subsequent Highlights:





    ·   Advanced tenant improvement construction on the first of two Illinois
        adult-use dispensaries. The dispensary is located within the largest
        retail mall in Markham, Illinois, which has average daily traffic counts
        of more than 400,000 cars per day within a mile of the project location,
        and the Company projects that its first retail sale will occur in April
        2023.
    ·   Closed a merger with CraftedPlants NJ, Inc., an entity that holds a lease
        on a New Jersey commercial property with local cannabis-use approval for a
        retail location with nearly all merger consideration tied to successful
        completion of specific licensing and operational milestones. (See the
        Company's December 22, 2022 press release for further details.)
    ·   Submitted New Jersey state license application in conjunction with BaM
        Body and Mind Dispensary NJ, Inc. f/k/a CraftedPlants NJ, Inc. Commenced
        design, architectural and planning work for the New Jersey location.
    ·   Began selling Body and Mind branded vape cartridges in Arkansas.




Management Commentary



"Our most recent quarter reflects improvement in wholesale pricing in Nevada and wholesale growth in Ohio as we focus on development of the new Illinois and New Jersey dispensaries," stated Michael Mills, CEO of Body and Mind Inc. "Construction at our new Illinois dispensary in Markham is more than 90% complete and we are on track to open in the next month as we leverage dispensary opening and operational experience from multiple markets. In Arkansas we expanded Body and Mind branded product offerings with new Body and Mind branded vape cartridges joining our wide existing product offerings including craft flower and concentrates."






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Q2 FY 2023 Financial Highlights:





    ·   Revenues for Q2 FY 2023 were $7.7 million, a slight decrease over Q1 FY
        2023 revenues of $7.8 million.
    ·   Gross profit of $2.26 million for Q2 FY 2023 compared to a gross profit of
        $1.6 million for Q1 FY 2023.
    ·   Q2 FY 2023 net operating loss was $1.8 million compared to Q1 FY 2023 net
        operating loss of $2.0 million. Net operating income was primarily
        impacted by increased business development expenses related to Illinois
        and New Jersey, license applications and new operation startup expenses.
        An increase in wholesale flower pricing in Nevada in Q2 improved both the
        gross profit and net operating loss.
    ·   Q2 FY 2023 net loss was $2.7 million (or basic and diluted loss per share
        of $0.02) compared with Q1 FY 2023 net loss of $3.0 million (or basic and
        diluted loss per share of $0.03).
    ·   Adjusted EBITDA loss of $1.3 million for Q2 FY 2023 vs. Adjusted EBITDA
        loss of $1.6 million for Q1 FY 2023*.
    ·   Total Current Assets were $8.1 million, Total Assets were $32.6 million,
        Total Current Liabilities were $8.5 million and Total Liabilities were
        $27.6 million at January 31, 2023.



The Company had 146,636,974 common shares outstanding as of January 31, 2023.

For further details, please see the Company's recent Form 10-Q filing on EDGAR at www.sec.gov/edgar/search, and the interim financial statements filed on SEDAR at www.sedar.com.

*Adjusted EBITDA is a Non-GAAP metric used by management that does not have any standardized meaning prescribed by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management defines the Adjusted EBITDA as the Income (loss) from operations, as reported, before interest, taxes, and adjusted for removing other non-cash items, including stock-based compensation expense, gain on settlement, loss on impairment, depreciation, and further adjustments to remove acquisition related costs or gains. Management believes Adjusted EBITDA is a useful financial metric to assess its operating performance on a cash adjusted basis before the impact of non-cash items and acquisition activities. The most comparable financial measure calculated and presented in accordance with U.S. GAAP is net income (loss), which was presented above prior to the Adjusted EBITDA figure.





Net Profit/Loss             $ (2,741,050 )
Interest Income             $    (18,000 )
Interest                    $    425,124
Tax                         $    620,062
Depreciation/Amortization   $    362,623
EBITDA                      $ (1,351,241 )




                     EBITDA                     $ (1,351,241 )
                     Gain on settlement                    0
                     Loss on impairment                    0
                     Stock-based compensation   $     22,014
                     Adjusted EBITDA            $ (1,329,227 )

A copy of the news release is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.






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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit    Description

  99.1       News Release dated March 23, 2023.

104        Cover Page Interactive Data File (the cover page XBRL tags are embedded
           within the inline XBRL document)


                                   __________




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