STWC (STWC) 10-Q/A 17 Sep 19 2020 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 31, 2019	Sep. 06, 2019
Details
Registrant Name	STWC. Holdings, Inc.
Registrant CIK	0001400683
Fiscal Year End	--01-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 31, 2019
Document Transition Report	false
Entity File Number	000-52825
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	20-8980078
Entity Address, Address Line One	1350 Independence St., Suite 300
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80215
Entity Address, Address Description	Address of principal executive offices
Phone Fax Number Description	Phone number
City Area Code	303
Local Phone Number	736-2442
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,976,156
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Current assets:
Cash	$ 75,020	$ 2,965
Accounts Receivable, net	80,517	56,459
Inventory	56,051	29,786
Prepaid expenses and other assets	7,571	19,675
Total current assets	219,159	108,885
Property and equipment, net	18,415	2,767
Intangible assets, net	8,898	9,452
Right-of-use asset	476,209	0
Notes receivable and equity-method investments, related parties	514,778	452,709
Total assets	1,237,459	573,813
Current liabilities:
Accounts payable	324,065	447,626
Accrued expenses	585,658	437,388
Accrued expenses, related party	353,905	218,165
Advance held in trust for related parties	38,245	0
Loan to related party	69,184	32,021
Deferred revenue	196,500	192,500
Lease liability	137,091	0
Notes payable, current, net of discount	647,471	274,282
Total current liabilities	2,352,119	1,601,982
Lease liability	339,664	0
Long-term loan from related party	0	48,240
Long-term notes payable	75,000	125,000
Total liabilities	2,766,783	1,775,222
Stockholders' deficit
Common Stock, Value, Issued	345	338
Additional Paid in Capital	8,055,388	7,238,361
Retained deficit	(9,566,200)	(8,440,108)
Parent's Stockholder deficit	(1,510,467)	(1,201,409)
Non-controlling interest	(18,857)	0
Total stockholders' deficit	(1,529,324)	(1,201,409)
Total liabilities and stockholders' deficit	$ 1,237,459	$ 573,813

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - Parenthetical - $ / shares	Jul. 31, 2019	Jan. 31, 2019
Details
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	34,455,876	33,792,589
Common Stock, Shares, Outstanding	34,455,876	33,792,589

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Details
Consulting Services	$ 41,224	$ 87,436	$ 61,769	$ 131,249
Product sales	13,589	0	23,411	0
Cost of consulting services	(13,174)	(2,443)	(24,641)	(12,443)
Gross profit	41,639	84,993	60,539	118,806
Operating costs and expenses
Rents and other occupancy	23,993	13,500	41,956	26,016
Compensation	146,577	138,281	309,469	284,485
Professional, legal and consulting	242,769	35,193	357,746	85,089
General and administrative	162,478	89,130	223,438	141,641
Depreciation and amortization	908	434	1,492	869
Total operating costs and expenses	576,725	276,538	934,101	538,100
Other income (expense)
Interest expense	(177,111)	(1,128)	(244,713)	(1,740)
Other income	4	0	4	0
Impairment on investment	0	0	(2,739)	0
Loss on investment in affiliate	(1,272)	0	(23,939)	0
Total other income (expense)	(178,379)	(1,128)	(271,387)	(1,740)
Loss from continuing operations, before provision for taxes on income	(713,465)	(192,673)	(1,144,949)	(421,034)
Provision for taxes on income	0	0	0	0
Net loss before non-controlling interest	(713,465)	(192,673)	(1,144,949)	(421,034)
Less: net loss attributable to non-controlling interest	(18,857)	0	(18,857)	0
Net loss attributable to parent	$ (694,608)	$ (192,673)	$ (1,126,092)	$ (421,034)
Net loss attributable to common shareholders
Basic earnings and fully diluted loss per common share	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.02)
Basic and fully diluted weighted average number of shares outstanding	31,203,755	27,140,550	31,272,320	27,140,550

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICT) (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	Total
Equity Balance, Starting at Jan. 31, 2018	$ 271	$ 5,325,413	$ (6,164,832)	$ 0	$ (839,148)
Shares Outstanding, Starting at Jan. 31, 2018	27,140,550
Net loss	$ 0	0	(228,361)	0	(228,361)
Shares Outstanding, Ending at Apr. 30, 2018	27,140,550
Equity Balance, Ending at Apr. 30, 2018	$ 271	5,325,413	(6,393,193)	0	(1,067,509)
Equity Balance, Starting at Jan. 31, 2018	$ 271	5,325,413	(6,164,832)	0	(839,148)
Shares Outstanding, Starting at Jan. 31, 2018	27,140,550
Shares issued for services					0
Net loss					(421,034)
Shares Outstanding, Ending at Jul. 31, 2018	27,140,550
Equity Balance, Ending at Jul. 31, 2018	$ 271	5,325,413	(6,585,866)	0	(1,260,182)
Equity Balance, Starting at Apr. 30, 2018	$ 271	5,325,413	(6,393,193)	0	(1,067,509)
Shares Outstanding, Starting at Apr. 30, 2018	27,140,550
Net loss	$ 0	0	(192,673)	0	(192,673)
Shares Outstanding, Ending at Jul. 31, 2018	27,140,550
Equity Balance, Ending at Jul. 31, 2018	$ 271	5,325,413	(6,585,866)	0	(1,260,182)
Equity Balance, Starting at Jan. 31, 2019	$ 338	7,238,361	(8,440,108)	0	(1,201,409)
Shares Outstanding, Starting at Jan. 31, 2019	33,792,589
Private share offering, amount	$ 1	$ 41,352	$ 0	$ 0	$ 41,353
Private share offering, shares	80,000
Warrants	0	38,647	0	0	38,647
Stock based compensation	$ 0	$ 13,181	$ 0	$ 0	$ 13,181
Net loss	$ 0	0	(431,484)	0	(431,484)
Shares Outstanding, Ending at Apr. 30, 2019	33,872,589
Equity Balance, Ending at Apr. 30, 2019	$ 339	7,331,541	(8,871,592)	0	(1,539,712)
Equity Balance, Starting at Jan. 31, 2019	$ 338	7,238,361	(8,440,108)	0	(1,201,409)
Shares Outstanding, Starting at Jan. 31, 2019	33,792,589
Shares issued for services					188,500
Net loss					(1,144,949)
Shares Outstanding, Ending at Jul. 31, 2019	34,455,876
Equity Balance, Ending at Jul. 31, 2019	$ 345	8,055,388	(9,566,200)	(18,857)	(1,529,324)
Equity Balance, Starting at Apr. 30, 2019	$ 339	7,331,541	(8,871,592)	0	(1,539,712)
Shares Outstanding, Starting at Apr. 30, 2019	33,872,589
Stock based compensation	$ 0	9,886	0	0	9,886
Shares issued for services	$ 6	188,494	0	0	188,500
Stock Issued During Period, Shares, Issued for Services	583,287
Beneficial conversion feature on convertible debt, amount	$ 0	415,000	0	0	415,000
Beneficial conversion feature on convertible debt, shares	0
Investment in subsidiary, amount	$ 0	110,467	0	0	110,467
Investment in subsidiary, shares	0
Net loss	$ 0	0	(694,608)	(18,857)	(713,465)
Shares Outstanding, Ending at Jul. 31, 2019	34,455,876
Equity Balance, Ending at Jul. 31, 2019	$ 345	$ 8,055,388	$ (9,566,200)	$ (18,857)	$ (1,529,324)

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Cash flows from operating activities:
Net loss	$ (1,144,949)	$ (421,034)
Depreciation and amortization	1,492	868
Accretion of debt discount	182,189	0
Shares issued for services	188,500	0
Loss on equity investment in unconsolidated subsidiary	23,939	0
Stock based compensation	23,067	0
Changes in assets and liabilities
Accounts receivable	(8)	(12,257)
Inventory	(26,265)	(17,898)
Right-of-use asset	546	0
Notes receivable, related party	(215,185)	(9,999)
Prepaid expenses and other assets	12,104	(7,881)
Accounts payable	88,739	185,069
Accrued expenses	131,008	214,198
Deferred revenue	4,000	45,000
Net cash flow used in operating activities	(730,823)	(23,934)
Cash flows from investing activities:
Purchase of fixed assets	(8,751)	0
Proceeds from consolidation of subsidiary	665	0
Net cash flow used in investing activities	(8,086)	0
Cash flows from financing activities:
Proceeds from issuance of stock	80,000	0
Proceeds from debt	550,000	0
Proceeds from related party loans	31,048	8,765
Payments to related party loans	(25,084)	(12,523)
Proceeds from related party loans, restricted cash	175,000	0
Net cash flows from financing activities	810,964	(3,758)
Net cash flows	72,055	(27,692)
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	2,965	27,925
Cash and Cash Equivalents, at Carrying Value, Ending Balance	75,020	233
Supplemental cash flow disclosures:
Cash paid for interest	223	1,740
Non-cash transaction
Shares issued for services	$ 188,500	$ 0

Note 1 - Organization

Note 1 - Organization	6 Months Ended
	Jul. 31, 2019
Notes
Note 1 - Organization	Note 1 – Organization STWC HOLDINGS, INC., through its wholly-owned subsidiary, Strainwise, Inc., (identified in these footnotes as “STWC” “we” “us” or the “Company”) provides branding marketing, administrative, accounting, financial and compliance services (“Fulfillment Services”) to entities in the cannabis retail and production industry. The Company was originally incorporated in the State of Utah on April 25, 2007, and redomiciled to Colorado by merging into a Colorado corporation incorporated on June 7, 2016. Strainwise, Inc., a wholly owned subsidiary of the Company, was originally incorporated in the state of Colorado as a limited liability company on June 8, 2012, and subsequently converted to a Colorado corporation on January 16, 2014. On December 13, 2018, the Company invested in Meridian A, LLC, an Oklahoma limited liability company, which owns a CBD retail store located in Oklahoma. The Company’s Chief Executive Officer is the managing member of the entity and STWC owns 75% of the legal entity. On May 15, 2019, the Company obtained full ownership of the HiLife JV entity. In accordance with Accounting Standards Codification 810 Consolidation

Note 2 - Summary of significant

Note 2 - Summary of significant accounting policies	6 Months Ended
	Jul. 31, 2019
Notes
Note 2 - Summary of significant accounting policies	Note 2 – Summary of significant accounting policies Basis of presentation Unaudited Interim Financial Statements Going Concern and Management’s Plan Our ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. We can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. Use of estimates – Cash and cash equivalents – Prepaid expenses and other assets – Tenant improvements and office equipment – Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: July 31, 2019 January 31, 2019 Leasehold improvements $ 10,951 $ 2,200 Office equipment, furniture and fixtures 34,981 26,276 45,932 28,476 Accumulated amortization and depreciation (27,517) (25,709) $ 18,415 $ 2,767 Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense related to tenant improvements and office equipment for the three months ended July 31, 2019 and 2018 was $688 and $251 , respectively. Amortization and depreciation expense related to tenant improvements and office equipment for the six months ended July 31, 2019 and 2018 was $939 and $502 , respectively. Investment in Unconsolidated Entity – Long-Lived Assets – Trademarks Trademarks July 31, 2019 January 31, 2019 Gross carrying amount $ 13,260 $ 13,260 Accumulated amortization 4,362 3,809 Net intangible assets $ 8,898 $ 9,451 Comprehensive Income (Loss) – Net income per share of common stock Earnings per Share Revenue Recognition Effective February 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers using the modified retrospective method. There was no adjustment required upon transition. Under ASC 606, the Company recognizes revenue applying the following steps: (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. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Consulting Services We generate revenues from professional services consulting agreements. These arrangements are generally entered into: (1) on an hourly basis for an hourly fee; or, (2) on a fixed fee basis; or (3) a monthly fee basis. Generally, we require a complete or partial prepayment or retainer prior to performing services for hourly or fixed fee contracts. For hourly based service contracts, we recognize revenue over time as services are performed and customers simultaneously consume such services. Any advances or retainers received from clients for hourly services are reflected in the Deferred revenue liability account until we recognize revenues as we incur and charge billable hours. Our fixed fee basis engagements are recognized at a point in time. Generally, our fixed fee arrangements are for completion of a final deliverable or act which is significant to the arrangement as a whole. Although fees are typically collected in advance and the services provided have no alternative use to the Company, there is not a specific enforceable right to payment for the cost of services provided plus a reasonable profit margin. Accordingly, advances received at contract inception are reflected in the Deferred revenue liability account until the end of the contract when revenue is recognized and the customer takes control of the deliverable. These engagements do not generally exceed a one-year term. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. We believe if an engagement terminates prior to completion, we can recover the costs incurred related to the services provided. Certain of our fixed fee contracts assisting customers with license applications include a success fee which is earned if the customer is awarded a license. We exclude such variable consideration from the transaction price and recognize the revenue when and if the license is awarded as the uncertainty of the application process creates a probability of significant revenue reversal. Our monthly fee arrangements are billed on a monthly basis in arrears for a variety of services and are recognized over time as the customers simultaneously consume such services. The revenue by contract type for the periods ending July 31, 2019 and 2018 are listed in the table below: 2019 2018 Hourly fee contracts $ - $ - Fixed fee contracts 32,500 127,500 Monthly fee contracts 29,269 3,749 $ 61,769 $ 131,249 Deferred revenue as of July 31, 2019 and January 31, 2019 was $196,500 and $192,500, respectively. The Company is unable to determine timing for revenue recognition at this time for its deferred revenue due to state regulation changes. Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, title has transferred and collectability is reasonably assured. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales contracts is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant financing that would materially change the amount of revenue recognized under the contract, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. Product sales for the sales for the three and six months ended July 31, 2019 was $13,589 and $23,411, respectively. Reclassifications- Certain account reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets. Stock-Based Compensation Significant assumptions utilized in determining the fair value of our stock options included the volatility rate, estimated term of the options, risk-free interest rate and forfeiture rate. The term of the options was assumed to be five years. The risk-free interest rate was determined utilizing the treasury rate with a maturity equal to the estimated term of the option grant. Finally, management assumed a 0% forfeiture rate in fiscal year 2018. Non-employee share-based compensation charges generally are immediately vested and have no future performance requirements by the non-employee and the total share-based compensation charge is recorded in the period of the measurement date. Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensure that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. New pronouncements assessed by the Company recently are discussed below: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases specific provisions for all entities. The guidance also modifies the classification criteria and the accounting for sales-type and direct financing leases for lessors. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company adopted the standard effective February 1, 2019 by recording an immaterial transition adjustment and right of use assets and lease liabilities of approximately $500,000. In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, Fair Value Measurement (Topic 820), “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”.

Note 3 - Going concern

Note 3 - Going concern	6 Months Ended
	Jul. 31, 2019
Notes
Note 3 - Going concern	Note 3 – Going concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since inception, we have not achieved profitable operations, and have cumulative losses through July 31, 2019 of $9.5 million. The Company’s losses to date raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s achieving a sustainable level of profitability. The Company intends to continue financing its future development activities and its working capital needs largely from the private sale of the Company’s securities, with additional funding from other traditional financing sources, including convertible term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. However, the financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 - Fair value of financia

Note 4 - Fair value of financial instruments	6 Months Ended
	Jul. 31, 2019
Notes
Note 4 - Fair value of financial instruments	Note 4 – Fair value of financial instruments The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks. The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Note 5 - Commitments and contin

Note 5 - Commitments and contingencies	6 Months Ended
	Jul. 31, 2019
Notes
Note 5 - Commitments and contingencies	Note 5 – Commitments and contingencies The Company entered into a right-of-use operating lease agreement with an affiliate for the Company’s corporate office needs, consisting of 4,000 square feet of office space. The lease is for a 4-year period ending October 31, 2021. This lease to the Company is on the same terms and conditions as is the direct lease between the affiliate and the independent lessor. The office space lease includes in-substance fixed lease payments, and does not provide an implicit rate, the remaining lease term for the office space is 30 months. The Company also leases commercial retail space for the benefit of its investments in Oklahoma under an agreement ending August 31, 2023. As of July 31, 2019, maturities of the lease liabilities are as follows: For the Fiscal Year Ending January 31, 2020 81,727 2021 140,000 2022 130,350 2023 87,600 2024 51,100 Thereafter — Total minimum lease payments $ 490,777 During the three months ended July 31, 2019 and 2018, rent expense was $24,266 and $13,500, respectively. During the six months ended July 31, 2019 and 2018, rent expense was $41,956 and $26,016, respectively.

Note 6 - Notes Receivable-Relat

Note 6 - Notes Receivable-Related Parties	6 Months Ended
	Jul. 31, 2019
Notes
Note 6 - Notes Receivable-Related Parties	Note 6 – Notes Receivable-Related Parties The Company has management and licensing agreements with a private entity in Puerto Rico 39% owned by the Company’s CEO, Erin Phillips, to operate four dispensaries and one cultivation operation in Puerto Rico. In conjunction with these agreements, the Company has begun providing funds to operate the Puerto Rico operations, which will be evidenced by a promissory note. The terms have not been finalized on this note and currently there is no specified terms to the agreement. Through July 31, 2019 the Company has advanced $280,607 related to the note. The Company has management and licensing agreements with two private entities in Oklahoma. STWC has a 25% ownership in 2600 Meridian LLC, and an option to acquire 25% interest in HWH Farms, LLC. In conjunction with these agreements, the Company has begun providing funds for start-up and development costs, which will be evidenced by a promissory note. The terms have not been finalized on these notes and currently there is no specified terms to the agreement. Through July 31, 2019 the Company has advanced $84,959 to 2600 Meridian, LLC and recognized a loss on investment of $22,821. The Company has advanced $158,153 to HWH Farms, LLC related to the notes.

Note 7 - Related Party

Note 7 - Related Party	6 Months Ended
	Jul. 31, 2019
Notes
Note 7 - Related Party	Note 7 – Related Party The Company has entered into separate management and licensing contracts with STWC Sorrento Valley, LLC which is partially owned by the Company's CEO, Erin Phillips. Ms. Phillips owns 27.5% of the STWC Sorrento Valley, LLC. Ms. Phillips allocated $200,000 of the Green Acres note to fund the related project in California as directed by the note agreement which reduced the liability to Ms. Phillips for loan advances received as of July 31, 2019. The Company manages its cash flow by utilizing related party loans. During the six months ended July 31, 2019 and 2018 the company borrowed $31,048 and $12,523 , respectively, from related parties to fund operations. The loans do no t carry any interest. The Company converted an accrued expense with a related party to a note payable in the amount of $60,300 in January 2019. As of July 31, 2019, the Company reflected current loans payable to related parties of $69,184 . The Company received $125,000 for the benefit of the Puerto Rico entities and is disbursing these funds to operate the Puerto Rico operations, the balance as of July 31, 2019 was $38,245. In addition, the Company received $50,000 for the benefit of 2600 Meridian LLC; all the funds have been used to cover start-up and development costs. The funds held for related party entities are included as advances held in trust liabilities on the balance sheet.

Note 8 - Notes Payable

Note 8 - Notes Payable	6 Months Ended
	Jul. 31, 2019
Notes
Note 8 - Notes Payable	Note 8 – Notes Payable Note purchase and security agreement The Notes are convertible into common stock of the Company. The conversion price will be equal to the lower of (i) $0.15 cents per share (ii) or the average of the closing bid price of the Company's common stock taken over the three trading days prior to conversion or (iii) upon any issuance by the Company of common stock, or a security that is convertible into common stock, at a price lower than a net receipt to the Company of $0.15 per share, at such price that shall be at the same discount ratio as on the funding date. The conversion price of the Notes will be further subject to proportional adjustment for stock splits, reverse stock splits or combinations of shares, stock dividends, and the like. There are penalties for failure to timely deliver conversion shares. The company recognized a beneficial conversion feature on the notes as a discount and additional paid in capital of $225,000. The company has recognized $40,909 in interest expense for the amortization of the debt discount for the three months ending July 31, 2019 and $81,818 during the six months ending July 31, 2019. In connection with the funding agreement, the Company agreed to form and organize a subsidiary. The Company and lender are in discussions regarding the assets to be held in the subsidiary; nothing has been finalized as of the issuance date. Loan Agreement Secured Promissory Note Securities Purchase Agreement (SPA) Power Up Lending - On February 13, 2019 , the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. pursuant to which Power Up agreed to purchase a convertible promissory note in the face amount of $103,000 . On February 15, 2019 , the Company issued the Note . The Note matures on February 13, 2020 , and bears interest at 12% per annum, increasing to 22% after maturity. On March 18, 2019, the Company entered into the second tranche of the potential $1,000,000 funding with Power Up. The Company entered into a second Securities Purchase Agreement pursuant to which Power Up agreed to purchase a convertible promissory note in the face amount of $53,000. On March 18, 2019, the Company issued the Note. The Note matures on March 18, 2020, and bears interest at 12% per annum, increasing to 22% after maturity. Under the Note, Power Up may convert all or a portion of the outstanding principal of the Note into shares of common stock of the Company beginning on the date which is 180 days from the date of the Note, at a price equal to 61% of the lowest trading price during the 20 trading day period ending on the last complete trading date prior to the date of conversion; provided, however, that Power Up may not convert the Note to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Note within 30 days of the date of the Note, the Company must pay all of the principal at a cash redemption premium of 110%; if the prepayment is made between the 31 st th then the redemption premium is 115%; if the prepayment is made from the 61 st th st th redemption premium is 125%; if the prepayment is made from the 121 st th st th th The Company is required to reserve for issuance upon conversion of the Note, six times the number of shares that would be issuable upon full conversion of the Note, assuming the 4.99% limitation were not in effect. In connection with the Note, the Company has caused its transfer agent to reserve initially 1,494,276 shares of Common Stock. The Company received a net amount of $150,000, with $6,000 paid for Power Up’s legal and due diligence expenses. Crown Bridge The maturity date of the Note is 12 months from April 18, 2019. The Note bears interest at 12% per annum at its face amount, with a default rate of 15% per annum (or the maximum amount permitted by law). If the Company prepays the Note through the 180 th th Crown Bridge may, at any time, convert all or any part of the outstanding principal of the Note into shares of our common stock at a price per share equal to 60% (representing a 40% discount rate) of the lowest trading price of the common stock during the 20 trading day period ending on the last complete trading day prior to the date of conversion. If the conversion price is equal to or lower than $0.35 per share, an additional 15% discount will be applied (resulting in a 55% discount rate, assuming no other adjustments); if the Company is unable to deliver converted shares via DWAC, an additional 10% discount will be applied (resulting in a discount rate of 50%, assuming no other adjustments); if the Company fails to comply with our reporting requirements under the Exchange Act, an additional 15% discount will be applied (resulting in a discount rate of 55%, assuming no other adjustments); and if the Company fails to maintain our status as "DTC Eligible" or if at any time the conversion price is lower than $0.10, an additional 10% discount will be applied (resulting in a discount of 65%, assuming no other adjustments except for the 15% discount due to the conversion price below $0.35). Crown Bridge may not convert the Note to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of our issued and outstanding common stock. The Company has also granted piggy-back registration rights for the shares issuable upon conversion of the Note. The company recognized a beneficial conversion feature on the notes as a discount and additional paid in capital of $100,000. The company has recognized $24,863 in interest expense for the amortization of the debt discount for the period ending July 31, 2019. The Note contains certain representations, warranties, covenants (both affirmative and negative), and events of default, including if our common stock is suspended or delisted for trading, or if the Company is delinquent in our periodic report filings with the SEC. In the event of a default, at the option of Crown Bridge, it may consider the Note immediately due and payable and the amount of repayment increases to 150% of the outstanding balance of the Note. The Note also grants Crown Bridge a right of first refusal for any future capital raises or financings by us. It also contains a most favored nations provision for any more favorable terms in future financing transactions by us. The Warrant may be exercised at any time through the second anniversary date of the Note. The exercise price per share of common stock under the Warrant is $1.65 per share, subject to adjustment, including cashless exercise. The Warrant also contains a most favored nations provision. As a result of granting the Warrant to FirstFire, see below, with an exercise price of $1.00, Crown Bridge Partners, LLC, the holder of warrants to purchase 60,606 shares of the Company’s common stock at a stated exercise price of $1.65 per share, has the option to reduce the exercise price to $1.00 per share and to increase the number of shares issuable upon exercise of the warrant to 100,000 shares. Tangiers The Tangiers Note is convertible at the option of Tangiers at a conversion price of $0.65 per share, subject to adjustment in the event of a forward split, stock dividend, or the like, but not adjusted in the event of a reverse split, recombination, or the like. If a prepayment is made within 90 days, the Company must pay an amount equal to 110% of the principal amount so paid; from 91 to 120 days, the Company must pay an amount equal to 120% of the principal amount so paid; and from 121 to 180 days, the Company must pay an amount equal to 130% of the principal amount so paid. Upon the occurrence of an event of default, as such term is defined under the Tangiers Note, at the holder’s election, the Note will be immediately due and payable in cash at an amount equal to the principal amount due, plus an additional amount equal to 30% of the principal amount. In addition, five days following acceleration of the repayment of the Note, interest will accrue at the rate of 20% per annum or the maximum legal rate. The Company has also caused their transfer agent to reserve not less than 7,500,000 shares of the Company’s common stock for issuance upon conversion. The company recognized a beneficial conversion feature on the notes as a discount and additional paid in capital of $165,000. The company has recognized $36,967 in interest expense for the amortization of the debt discount for the period ending July 31, 2019. In the even the Note is not repaid on or before the maturity date, the holder may convert in whole or in part the outstanding principal amount of the Note into shares of our common stock at a conversion price equal to the lower of initial conversion price of $0.65 per share or 60% of the lowest trading price of our common stock during the 15 consecutive trading days prior conversion. For a period of 45 days following the initial funding under the Note, the Company has agreed not to enter into any convertible debt financing transaction with another party. Further, the Company has granted a right of first refusal to Tangiers in connection future financings by us so long as the Note is outstanding. With respect to the above loan transaction with Tangiers, the Company issued Tangiers a stock purchase warrant allowing for the purchase of 1,100,000 shares of our common stock at $1.25 per share on a cashless basis for a period of five years. In addition to the loan transaction with Tangiers, the Company has entered into an Investment Agreement with Tangiers whereby Tangiers has agreed to purchase shares of our common stock up to an aggregate of $10,000,000 under certain terms and conditions. The purchase price for the shares is 80% of the lowest trading price of the stock during the five consecutive trading days prior to receipt by Tangiers of the notice from us requiring purchase by them. The maximum number of shares the Company can require Tangies to purchase is restricted to 200% of the average daily trading volume during 10 consecutive trading days, provided the amount is at least $5,000 and does not exceed $500,000. FirstFire The maturity date of the Note is nine months from June 18, 2019. The Note bears interest at 10% per annum at its face amount, with a default rate of 15% per annum (or the maximum amount permitted by law). If the Company prepays the Note through the 90 th st th th FirstFire may, at any time, convert all or any part of the outstanding principal and interest, including default interest, of the Note into shares of the company’s common stock at the lower of $0.75 per share or a price per share equal to 55% (representing a 45% discount rate) of the lowest trading price of the common stock during the 20 trading day period prior to the date of conversion. FirstFire may not convert the Note to the extent that such conversion would result in beneficial ownership by FirstFire and its affiliates of more than 4.99% of our issued and outstanding common stock, or up to 9.99% at the option of FirstFire. The Company has agreed to reserve for issuance the greater of 25,000,000 shares or the number of shares equal to 3.5 times the number of shares issuable upon conversion of the Note. The company recognized a beneficial conversion feature on the notes as a discount and additional paid in capital of $150,000. The company has recognized $23,540 in interest expense for the amortization of the debt discount for the period ending July 31, 2019. The debt evidenced by the Note ranks senior to any other debt incurred as of or following the date of the Note. So long as any obligations under the Note remain outstanding, the Company cannot incur or guarantee any indebtedness that is senior to or pari passu with the debt evidenced by the Note, and cannot, without prior consent, pay or declare any dividends or other distributions to shareholders. For a period of 18 months, FirstFire has a right of first refusal to purchase up to $150,000 of equity, debt, or equity equivalent securities offered by us during the 18-month period. The Company is required to provide FirstFire 10 business days’ notice of a proposed transaction, which, if accepted, is required to be completed by FirstFire within 10 business days following the notice period. The terms of the acceptance by FirstFire must not be more favorable to FirstFire or less favorable to the Company than those set forth in the offer notice. So long as the Note is outstanding, the Company cannot enter into any variable rate transaction whereby the Company issues any securities convertible into shares of its common stock at a price based on trading or quotation prices of the Company’s common stock. Within 60 calendar days following funding, the Company is required to obtain director and officer insurance for a period of at least 18 months, with two years of tail coverage. The Company has also agreed to indemnify FirstFire against any actions arising under the SPA. Under the terms of the SPA, the Company also granted piggyback registration rights to FirstFire to register for resale shares issuable upon conversion of the Note or exercise of the Warrant. The Note contains certain representations, warranties, covenants (both affirmative and negative), and events of default. In the event of a default, the Note will be immediately due and payable, and the amount of repayment increases to 150% of the outstanding balance of the Note. The Company has also authorized FirstFire to appear ex parte without notice to the Company to confess judgment against the Company for the unpaid amount of the Note following an event of default. The SPA also grants FirstFire a right of first refusal for any future capital raises or financings by the Company. It also contains a most favored nations provision for any more favorable terms in future financing transactions.

Note 9 - Stockholders Equity

Note 9 - Stockholders Equity	6 Months Ended
	Jul. 31, 2019
Notes
Note 9 - Stockholders Equity	Note 9 – Stockholders Equity Common Stock On February 4, 2019, the Company initiated a private equity offering to accredited investors (the "Offering") in accordance with Regulation D under the Securities Act of 1933 ("Securities Act"). The Offering consisted of 2,000,000 units with each unit consisting of one share of the Company's Common Stock and a warrant to purchase an additional share of common for $2.00 at any time prior to January 31, 2022. During the period ended July 31, 2019, 80,000 units were sold at a price per unit of $1.00, for offering proceeds of $80,000. The company allocated proceeds at the estimated fair value of the common shares and warrants for value of $41,353 and $38,647, respectively. The Company entered into an Advisor Agreement with Matthew Willer, pursuant to the terms of the advisor agreement, on February 22, 2019, the Company issued 500,000 shares of its common stock to Mr. Willer for services performed. The Company engaged Hayden IR, LLC and Tysadco Partners LLC to provide investor relations services under an Investor Relations Consulting Agreement. Pursuant to the IR Agreement, the Company issued a total of 25,000 shares of its common stock on February 22, 2019. From time to time the Company offers shares in-lieu of cash for consulting, investor relations and legal services. During the three months ended July 31, 2019 the Company issued 58,287 shares of its common stock for services performed. Warrants Number of Warrants Exercise Price Wtgd Avg Calculation Wtgd Avg Remining Life Balance at 1/31/2018 2,224,700 $ 5.00 $ 11,123,500 1.00 Granted 2,000,000 0.16 $ 322,000 Exercised (311,000) 0.16 $ (49,650) Cancelled (2,013,700) 5.00 $ (11,091,850) Balance at 1/31/2019 1,900,000 $ 0.16 $ 304,000 1.71 Granted 1,430,000 1.25 $ 1,785,000 Exercised - - - Cancelled - - - Balance at 7/31/19 3,330,000 $ 0.63 $ 2,089,000 2.64 Stock Options The Company has 250,000 stock options outstanding at July 31, 2019 and recognized $9,886 for the three months ended and July 31, 2019, and $23,066 for the six months ended July 31, 2019 in stock compensation. The Company has $174,652 in unrecognized stock compensation expense. The Company accounts for unit-based compensation using the Black-Scholes model to estimate the fair value of unit-based awards at the date of grant. The Black-Scholes model requires the use of highly subjective assumptions, including value of the enterprise, expected life, expected volatility, and expected risk-free rate of return. Other reasonable assumptions could provide differing results. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, expected time to a liquidity event, exercise patterns, and post-vesting forfeitures. The Company estimates volatility based on the historical volatility of comparable company’s common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black-Scholes model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent term equal to the expected life of the award. The Company uses historical data to estimate pre-vesting option forfeitures and record unit-based compensation for those awards that are expected to vest. The Company adjusts unit-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. The assumptions used in the fair value calculations are as follows for the period ended July 31, 2019: Expected term (years) 5 Risk-free interest rate 2.73% Volatility 218% Expected dividend yield 0.00%

Note 10 - Subsequent Events

Note 10 - Subsequent Events	6 Months Ended
	Jul. 31, 2019
Notes
Note 10 - Subsequent Events	Note 10 – Subsequent Events GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“non-recognized subsequent events”). The Company has not paid any interest or principal on the note purchase and security agreement dated August 29, 2018, with Richland Fund, LLC. Commencing August 2, 2019 the interest rate on the unpaid interest and principal increased to 18% per annum, until the past due interest amount is paid in full. As of the filing date of this report, we owe approximately $76,241 for the principal and past due interest. The Company has failed to make the required monthly interest payments on the loan agreement dated April 6, 2018, with Green Acres Partners A, LLC. As of the filing date of this report, we owe approximately $16,704 for this past due interest. The Company has not paid any interest or principal on the secured promissory note dated December 7, 2018, with Richland Fund, LLC. Commencing August 2, 2019 the interest rate on the unpaid interest and principal increased to 20% per annum, until the past due interest amount is paid in full. As of the filing date of this report, we owe approximately $140,815 for the principal and past due interest. On August 6, 2019 the Company cancelled 500,000 shares issued in connection with the joint-venture entity Volume 2, LLC which held the HiLife Creative intellectual property acquisition in September 2018. The company assumed full control of the entity on May 15, 2019. On August 20, 2019, the Company amended the Articles of Incorporation. The amendment increases the authorized number of shares to 500,000,000 shares. On August 20, 2019 the Company adopted Colorado Bylaws which replace the bylaws formerly used by the Company and previously adopted by 4 th In August 2019 Power Up Lending converted $10,000 and $8,000 of the principal amounts due in accordance with the conditions of the convertible note into 24,839 and 50,441 shares of our common stock, respectively. The remaining principal balance under the note is $85,000. On September 9, 2019 , the Company filed a Certificate of Amendment increasing the number of authorized common shares , par value $0.00001 per share, from 100,000,000 to 500,000,000. The amendment will be effective on September 30, 2019. On September 10, 2019, the Company’s registration statement on Form S-1 was declared effective by the Securities and Exchange Commission registering 2,000,000 shares of the Company’s common stock for possible resale, from time to time, by the Tangiers Global, LLC (“Tangiers”), the selling stockholder. These shares may be issued by the Company pursuant to the Investment Agreement dated June 20, 2019, with Tangiers (see Note 8 – Notes Payable). The shares may be sold by Tangiers at prevailing market or privately negotiated prices.

Note 2 - Summary of significa_2

Note 2 - Summary of significant accounting policies: Basis of Presentation (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Basis of Presentation	Basis of presentation

Note 2 - Summary of significa_3

Note 2 - Summary of significant accounting policies: Unaudited Interim Financial Statements (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements

Note 2 - Summary of significa_4

Note 2 - Summary of significant accounting policies: Going Concern and Management's Plan (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Going Concern and Management's Plan	Going Concern and Management’s Plan Our ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. We can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms.

Note 2 - Summary of significa_5

Note 2 - Summary of significant accounting policies: Use of estimates (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Use of estimates	Use of estimates –

Note 2 - Summary of significa_6

Note 2 - Summary of significant accounting policies: Cash and cash equivalents (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Cash and cash equivalents	Cash and cash equivalents –

Note 2 - Summary of significa_7

Note 2 - Summary of significant accounting policies: Prepaid expenses and other assets (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Prepaid expenses and other assets	Prepaid expenses and other assets –

Note 2 - Summary of significa_8

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Tenant improvements and office equipment	Tenant improvements and office equipment – Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: July 31, 2019 January 31, 2019 Leasehold improvements $ 10,951 $ 2,200 Office equipment, furniture and fixtures 34,981 26,276 45,932 28,476 Accumulated amortization and depreciation (27,517) (25,709) $ 18,415 $ 2,767 Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense related to tenant improvements and office equipment for the three months ended July 31, 2019 and 2018 was $688 and $251 , respectively. Amortization and depreciation expense related to tenant improvements and office equipment for the six months ended July 31, 2019 and 2018 was $939 and $502 , respectively.

Note 2 - Summary of significa_9

Note 2 - Summary of significant accounting policies: Investment in Unconsolidated Entity (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Investment in Unconsolidated Entity	Investment in Unconsolidated Entity –

Note 2 - Summary of signific_10

Note 2 - Summary of significant accounting policies: Long-Lived Assets (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Long-Lived Assets	Long-Lived Assets –

Note 2 - Summary of signific_11

Note 2 - Summary of significant accounting policies: Trademarks (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Trademarks	Trademarks Trademarks July 31, 2019 January 31, 2019 Gross carrying amount $ 13,260 $ 13,260 Accumulated amortization 4,362 3,809 Net intangible assets $ 8,898 $ 9,451

Note 2 - Summary of signific_12

Note 2 - Summary of significant accounting policies: Comprehensive Income (Loss) (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Comprehensive Income (Loss)	Comprehensive Income (Loss) –

Note 2 - Summary of signific_13

Note 2 - Summary of significant accounting policies: Net income per share of common stock (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Net income per share of common stock	Net income per share of common stock Earnings per Share

Note 2 - Summary of signific_14

Note 2 - Summary of significant accounting policies: Revenue Recognition (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Revenue Recognition	Revenue Recognition Effective February 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers using the modified retrospective method. There was no adjustment required upon transition. Under ASC 606, the Company recognizes revenue applying the following steps: (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. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Consulting Services We generate revenues from professional services consulting agreements. These arrangements are generally entered into: (1) on an hourly basis for an hourly fee; or, (2) on a fixed fee basis; or (3) a monthly fee basis. Generally, we require a complete or partial prepayment or retainer prior to performing services for hourly or fixed fee contracts. For hourly based service contracts, we recognize revenue over time as services are performed and customers simultaneously consume such services. Any advances or retainers received from clients for hourly services are reflected in the Deferred revenue liability account until we recognize revenues as we incur and charge billable hours. Our fixed fee basis engagements are recognized at a point in time. Generally, our fixed fee arrangements are for completion of a final deliverable or act which is significant to the arrangement as a whole. Although fees are typically collected in advance and the services provided have no alternative use to the Company, there is not a specific enforceable right to payment for the cost of services provided plus a reasonable profit margin. Accordingly, advances received at contract inception are reflected in the Deferred revenue liability account until the end of the contract when revenue is recognized and the customer takes control of the deliverable. These engagements do not generally exceed a one-year term. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. We believe if an engagement terminates prior to completion, we can recover the costs incurred related to the services provided. Certain of our fixed fee contracts assisting customers with license applications include a success fee which is earned if the customer is awarded a license. We exclude such variable consideration from the transaction price and recognize the revenue when and if the license is awarded as the uncertainty of the application process creates a probability of significant revenue reversal. Our monthly fee arrangements are billed on a monthly basis in arrears for a variety of services and are recognized over time as the customers simultaneously consume such services. The revenue by contract type for the periods ending July 31, 2019 and 2018 are listed in the table below: 2019 2018 Hourly fee contracts $ - $ - Fixed fee contracts 32,500 127,500 Monthly fee contracts 29,269 3,749 $ 61,769 $ 131,249 Deferred revenue as of July 31, 2019 and January 31, 2019 was $196,500 and $192,500, respectively. The Company is unable to determine timing for revenue recognition at this time for its deferred revenue due to state regulation changes. Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, title has transferred and collectability is reasonably assured. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales contracts is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant financing that would materially change the amount of revenue recognized under the contract, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. Product sales for the sales for the three and six months ended July 31, 2019 was $13,589 and $23,411, respectively.

Note 2 - Summary of signific_15

Note 2 - Summary of significant accounting policies: Reclassifications (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Reclassifications	Reclassifications- Certain account reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Note 2 - Summary of signific_16

Note 2 - Summary of significant accounting policies: Stock-Based Compensation (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Stock-Based Compensation	Stock-Based Compensation Significant assumptions utilized in determining the fair value of our stock options included the volatility rate, estimated term of the options, risk-free interest rate and forfeiture rate. The term of the options was assumed to be five years. The risk-free interest rate was determined utilizing the treasury rate with a maturity equal to the estimated term of the option grant. Finally, management assumed a 0% forfeiture rate in fiscal year 2018. Non-employee share-based compensation charges generally are immediately vested and have no future performance requirements by the non-employee and the total share-based compensation charge is recorded in the period of the measurement date.

Note 2 - Summary of signific_17

Note 2 - Summary of significant accounting policies: Recently Issued Accounting Pronouncements (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensure that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. New pronouncements assessed by the Company recently are discussed below: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases specific provisions for all entities. The guidance also modifies the classification criteria and the accounting for sales-type and direct financing leases for lessors. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company adopted the standard effective February 1, 2019 by recording an immaterial transition adjustment and right of use assets and lease liabilities of approximately $500,000. In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, Fair Value Measurement (Topic 820), “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”.

Note 10 - Subsequent Events_ Su

Note 10 - Subsequent Events: Subsequent Events, Policy (Policies)	6 Months Ended
	Jul. 31, 2019
Policies
Subsequent Events, Policy	GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“non-recognized subsequent events”).

Note 2 - Summary of signific_18

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment: Schedule of Tenant Improvements and Office Equipment (Tables)	6 Months Ended
	Jul. 31, 2019
Tables/Schedules
Schedule of Tenant Improvements and Office Equipment	July 31, 2019 January 31, 2019 Leasehold improvements $ 10,951 $ 2,200 Office equipment, furniture and fixtures 34,981 26,276 45,932 28,476 Accumulated amortization and depreciation (27,517) (25,709) $ 18,415 $ 2,767

Note 2 - Summary of signific_19

Note 2 - Summary of significant accounting policies: Trademarks: Schedule of Trademarks and other intangible assets (Tables)	6 Months Ended
	Jul. 31, 2019
Tables/Schedules
Schedule of Trademarks and other intangible assets	Trademarks July 31, 2019 January 31, 2019 Gross carrying amount $ 13,260 $ 13,260 Accumulated amortization 4,362 3,809 Net intangible assets $ 8,898 $ 9,451

Note 2 - Summary of signific_20

Note 2 - Summary of significant accounting policies: Revenue Recognition: Schedule of revenue by contract type (Tables)	6 Months Ended
	Jul. 31, 2019
Tables/Schedules
Schedule of revenue by contract type	2019 2018 Hourly fee contracts $ - $ - Fixed fee contracts 32,500 127,500 Monthly fee contracts 29,269 3,749 $ 61,769 $ 131,249

Note 5 - Commitments and cont_2

Note 5 - Commitments and contingencies: Schedule of future minimum lease payments (Tables)	6 Months Ended
	Jul. 31, 2019
Tables/Schedules
Schedule of future minimum lease payments	For the Fiscal Year Ending January 31, 2020 81,727 2021 140,000 2022 130,350 2023 87,600 2024 51,100 Thereafter — Total minimum lease payments $ 490,777

Note 9 - Stockholders Equity_ S

Note 9 - Stockholders Equity: Schedule of Warrant Activity (Tables)	6 Months Ended
	Jul. 31, 2019
Tables/Schedules
Schedule of Warrant Activity	Number of Warrants Exercise Price Wtgd Avg Calculation Wtgd Avg Remining Life Balance at 1/31/2018 2,224,700 $ 5.00 $ 11,123,500 1.00 Granted 2,000,000 0.16 $ 322,000 Exercised (311,000) 0.16 $ (49,650) Cancelled (2,013,700) 5.00 $ (11,091,850) Balance at 1/31/2019 1,900,000 $ 0.16 $ 304,000 1.71 Granted 1,430,000 1.25 $ 1,785,000 Exercised - - - Cancelled - - - Balance at 7/31/19 3,330,000 $ 0.63 $ 2,089,000 2.64

Note 9 - Stockholders Equity__2

Note 9 - Stockholders Equity: Schedule of assumptions used in fair value calculations (Tables)	6 Months Ended
	Jul. 31, 2019
Tables/Schedules
Schedule of assumptions used in fair value calculations	Expected term (years) 5 Risk-free interest rate 2.73% Volatility 218% Expected dividend yield 0.00%

Note 1 - Organization (Details)

Note 1 - Organization (Details)	6 Months Ended
	Jul. 31, 2019
Details
Entity Incorporation, State or Country Code	CO
Entity Incorporation, Date of Incorporation	Jan. 16, 2014

Note 2 - Summary of signific_21

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment: Schedule of Tenant Improvements and Office Equipment (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Details
Leasehold improvements	$ 10,951	$ 2,200
Office equipment, furniture and fixtures	34,981	26,276
Property, Plant and Equipment, Gross	45,932	28,476
Accumulated amortization and depreciation	(27,517)	(25,709)
Property and equipment, net	$ 18,415	$ 2,767

Note 2 - Summary of signific_22

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Details
Depreciation, Depletion and Amortization	$ 688	$ 251	$ 939	$ 502

Note 2 - Summary of signific_23

Note 2 - Summary of significant accounting policies: Trademarks (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Details
Amortization of Intangible Assets	$ 220	$ 183	$ 553	$ 366

Note 2 - Summary of signific_24

Note 2 - Summary of significant accounting policies: Trademarks: Schedule of Trademarks and other intangible assets (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Details
Gross carrying amount	$ 13,260	$ 13,260
Accumulated amortization	4,362	3,809
Net intangible assets	$ 8,898	$ 9,451

Note 2 - Summary of signific_25

Note 2 - Summary of significant accounting policies: Revenue Recognition: Schedule of revenue by contract type (Details) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Details
Hourly fee contracts	$ 0	$ 0
Fixed fee contracts	32,500	127,500
Monthly fee contracts	29,269	3,749
Total Revenue	$ 61,769	$ 131,249

Note 5 - Commitments and cont_3

Note 5 - Commitments and contingencies: Schedule of future minimum lease payments (Details)	Jul. 31, 2019USD ($)
Details
Operating Leases, Future Minimum Payments Receivable, Current	$ 81,727
Operating Leases, Future Minimum Payments Receivable, in Two Years	140,000
Operating Leases, Future Minimum Payments Receivable, in Three Years	130,350
Operating Leases, Future Minimum Payments Receivable, in Four Years	87,600
Operating Leases, Future Minimum Payments Receivable, in Five Years	51,100
Operating Leases, Future Minimum Payments Receivable, Thereafter	0
Operating Leases, Future Minimum Payments Receivable	$ 490,777

Note 5 - Commitments and cont_4

Note 5 - Commitments and contingencies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Details
Payments for Rent	$ 24,266	$ 13,500	$ 41,956	$ 26,016

Note 6 - Notes Receivable-Rel_2

Note 6 - Notes Receivable-Related Parties (Details)	Jul. 31, 2019USD ($)
Private entity in Puerto Rico 39% owned by Erin Phillips
Advances to Affiliate	$ 280,607
Two private entities in Oklahoma
Advances to Affiliate	$ 84,959

Note 7 - Related Party (Details

Note 7 - Related Party (Details) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Proceeds from Loans	$ 150,000
To Related Party
Proceeds from Loans	$ 31,048	$ 12,523
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Long-term Debt	$ 69,184

Note 8 - Notes Payable (Details

Note 8 - Notes Payable (Details) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Accretion of debt discount	$ 182,189	$ 0
Proceeds from Loans	150,000
Legal and Due Diligence fees paid	$ 6,000
Richland Fund, LLC., a Delaware limited liability company
Debt Instrument, Issuance Date	Aug. 29, 2018
Debt Instrument, Issuer	Company
Debt Instrument, Description	Note Purchase and Security Agreement
Debt Instrument, Face Amount	$ 225,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Dec. 15, 2020
Debt Instrument, Collateral	secured by all assets of the Company and guarantees from Shawn and Erin Phillips
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common stock
Adjustments to Additional Paid in Capital, Other	$ 225,000
Accretion of debt discount	$ 40,909
Green Acres Partners A, LLC
Debt Instrument, Issuance Date	Apr. 6, 2018
Debt Instrument, Issuer	Company
Debt Instrument, Description	loan agreement
Debt Instrument, Face Amount	$ 205,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Collateral	personally guaranteed by Shawn Phillips
Debt Instrument, Payment Terms	monthly interest payments are due the first day beginning no later than August 1, 2019
Richland Fund, LLC, (the 'lender')
Debt Instrument, Issuance Date	Dec. 7, 2018
Debt Instrument, Issuer	Company
Debt Instrument, Description	Secured Promissory Note
Debt Instrument, Face Amount	$ 126,100
Debt Instrument, Interest Rate, Stated Percentage	15.00%
Debt Instrument, Maturity Date	Aug. 1, 2019
Securities Purchase Agreement with Power Up Lending Group Ltd
Debt Instrument, Issuance Date	Feb. 13, 2019
Debt Instrument, Description	Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. pursuant to which Power Up agreed to purchase a convertible promissory note
Debt Instrument, Face Amount	$ 103,000
Securities Purchase Agreement with Power Up Lending Group
Debt Instrument, Issuance Date	Feb. 15, 2019
Debt Instrument, Description	Company issued the Note
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Feb. 13, 2020
Second tranche of the potential $1,000,000 funding with Power Up
Debt Instrument, Issuance Date	Mar. 18, 2019
Debt Instrument, Description	Company entered into the second tranche of the potential $1,000,000 funding with Power Up
Debt Instrument, Face Amount	$ 53,000
Second tranche of funding with Puwer Up
Debt Instrument, Issuance Date	Mar. 18, 2019
Debt Instrument, Description	Company issued the Note
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Mar. 18, 2020
Crown Bridge
Debt Instrument, Issuance Date	May 1, 2019
Debt Instrument, Issuer	Company
Debt Instrument, Description	convertible promissory note
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Convertible, Terms of Conversion Feature	Crown Bridge may, at any time, convert all or any part of the outstanding principal of the Note into shares of our common stock at a price per share equal to 60% (representing a 40% discount rate) of the lowest trading price of the common stock during the 20 trading day period ending on the last complete trading day prior to the date of conversion
Debt Instrument, Payment Terms	If the Company prepays the Note through the 180th day following the date thereof, the Company must pay all of the principal and interest with a prepayment penalty ranging from 135% to 150%
Long-term Debt, Fair Value	$ 95,000
Debt Instrument, Unamortized Discount, Current	$ 5,000
Tangiers Global, LLC
Debt Instrument, Issuance Date	Jun. 20, 2019
Debt Instrument, Issuer	Company
Debt Instrument, Description	Fixed Convertible Promissory Note
Debt Instrument, Face Amount	$ 165,000
Debt Instrument, Convertible, Terms of Conversion Feature	convertible at the option of Tangiers at a conversion price of $0.65 per share, subject to adjustment in the event of a forward split, stock dividend, or the like, but not adjusted in the event of a reverse split, recombination, or the like
Debt Instrument, Payment Terms	The sum that the Company must repay to Tangiers would be prorated based on the consideration actually paid by Tangiers, such that the Company is only required to repay the amount funded (plus the original issue discount, interest and other fees, as applicable), and the Company is not required to repay any unfunded portion of the Tangiers Note
Long-term Debt, Fair Value	$ 150,000
FirstFire Global Opportunities Fund
Debt Instrument, Issuance Date	Jun. 21, 2019
Debt Instrument, Issuer	Company
Debt Instrument, Description	convertible promissory note
Debt Instrument, Face Amount	$ 150,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Convertible, Terms of Conversion Feature	FirstFire may, at any time, convert all or any part of the outstanding principal and interest, including default interest, of the Note into shares of the company’s common stock at the lower of $0.75 per share or a price per share equal to 55% (representing a 45% discount rate) of the lowest trading price of the common stock during the 20 trading day period prior to the date of conversion
Debt Instrument, Payment Terms	If the Company prepays the Note through the 90th day following the date thereof, the Company must pay an amount equal to 125% of the principal amount of the Note and any accrued but unpaid interest thereon, plus any default interest. If the Company prepays the Note from the 91st day through the 180th day following the date thereof, the Company must pay an amount equal to 135% of the principal amount of the Note and any accrued but unpaid interest thereon, plus any default interest. After the 180th day the Company has no further right of prepayment.
Long-term Debt, Fair Value	$ 135,000
Debt Instrument, Unamortized Discount, Current	$ 15,000

Note 9 - Stockholders Equity_ C

Note 9 - Stockholders Equity: Common Stock (Details)	6 Months Ended
	Jul. 31, 2019shares
Matthew Willer
Sale of Stock, Transaction Date	Feb. 22, 2019
Sale of Stock, Description of Transaction	Company issued 500,000 shares of its common stock
Shares, Issued	500,000
Hayden IR, LLC and Tysadco Partners LLC
Sale of Stock, Transaction Date	Feb. 22, 2019
Sale of Stock, Description of Transaction	Company issued a total of 25,000 shares of its common stock
Shares, Issued	25,000

Note 9 - Stockholders Equity_ W

Note 9 - Stockholders Equity: Warrants (Details) - USD ($)	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance					2,224,700
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance					$ 5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value					$ 11,123,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 7 months 20 days	1 year 8 months 16 days	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				1,430,000	2,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 1.25	$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value				$ 1,785,000	$ 322,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				0	(311,000)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price				$ 0	$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value				$ 0	$ (49,650)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period				0	(2,013,700)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price				$ 0	$ 5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Intrinsic Value				$ 0	$ (11,091,850)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	3,330,000	1,900,000	2,224,700	3,330,000	1,900,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.63	$ 0.16	$ 5	$ 0.63	$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 2,089,000	$ 304,000	$ 11,123,500	$ 2,089,000	$ 304,000

Note 9 - Stockholders Equity__3

Note 9 - Stockholders Equity: Stock Options (Details)	3 Months Ended	6 Months Ended
	Jul. 31, 2019USD ($)shares	Jul. 31, 2019USD ($)shares
Details
Stock options outstanding | shares	250,000	250,000
Stock compensation expense, recognized	$ 9,886	$ 23,066
Stock compensation expense, unrecognized		$ 174,652

Note 9 - Stockholders Equity (D

Note 9 - Stockholders Equity (Details)	6 Months Ended
	Jul. 31, 2019
Details
Fair Value Measurement Technique	Black-Scholes model

Note 9 - Stockholders Equity__4

Note 9 - Stockholders Equity: Schedule of assumptions used in fair value calculations (Details)	6 Months Ended
	Jul. 31, 2019
Details
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	2.73%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	218.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%

Note 10 - Subsequent Events (De

Note 10 - Subsequent Events (Details)	6 Months Ended
	Jul. 31, 2019
Event 1
Subsequent Event, Date	Aug. 2, 2019
Subsequent Event, Description	interest rate on the unpaid interest and principal increased to 18% per annum
Event 2
Subsequent Event, Date	Aug. 2, 2019
Subsequent Event, Description	interest rate on the unpaid interest and principal increased to 20% per annum
Event 3
Subsequent Event, Date	Aug. 6, 2019
Subsequent Event, Description	Company cancelled 500,000 shares
Event 4
Subsequent Event, Date	Aug. 20, 2019
Subsequent Event, Description	Company amended the Articles of Incorporation
Event 5
Subsequent Event, Date	Aug. 20, 2019
Subsequent Event, Description	Company adopted Colorado Bylaws which replace the bylaws formerly used by the Company
Event 6
Subsequent Event, Description	Power Up Lending converted $10,000 and $8,000 of the principal amounts due in accordance with the conditions of the convertible note
Event 6 | Minimum
Subsequent Event, Date	Aug. 1, 2019
Event 6 | Maximum
Subsequent Event, Date	Aug. 31, 2019
Event 7
Subsequent Event, Date	Sep. 9, 2019
Subsequent Event, Description	Company filed a Certificate of Amendment increasing the number of authorized common shares
Event 8
Subsequent Event, Date	Sep. 10, 2019
Subsequent Event, Description	Company’s registration statement on Form S-1 was declared effective by the Securities and Exchange Commission registering 2,000,000 shares of the Company’s common stock