AUTO PARTS 4LESS GROUP, INC.

FORMERLY THE 4LESS GROUP, INC.

Condensed Consolidated Statement of Changes in Stockholders’ Deficit

For the Three Months Ended April 30, ~~2016~~ 2022 and April 30, 2021

(Unaudited)

Retained
PreferredStock Common Stock Paid-In Earnings
Shares Amount Shares Amount Capital (Deficit) Totals
Stockholders' Deficit
at January 31, 2016 330,000 330 454,838,100 $ 454,838 $ 5,582,991 $ (8,032,780 ) $ (1,994,621 )

Conversion of
Notes Payable to Common
Stock 70,854,634 70,854 (53,727 ) 17,127
Derivative Liability Reclassification Due
to Debt Conversion 52,442 52,442

Net Loss (364,961 ) (364,961 )

Stockholders' Deficit
at April 30, 2016 330,000 330 525,692,734 $ 525,692 $ 5,581,706 $ (8,397,741 ) $ (2,290,013 )


	Preferred Series A			Preferred Series B			Preferred Series C					Common Stock			Paid in		Retained
	Shares	Amount		Shares	Amount		Shares		Amount			Shares	Amount		Capital		Earnings			Total
January 31, 2021	—	$	—	20,000	$	20	7,250		$	7		142,716	$	—	$	14,291,760	$	(20,381,977	)	$	(6,090,190	)

Common Stock Issued as Payment for Fees	—		—	—		—	—			—		5,000		—		107,500		—			107,500

Issuance of Common Stock as Part of REG A Subscription	—		—	—		—	—			—		109,725		—		2,194,500		—			2,194,500

Rounding	—		—	—		—	—			—		—		—		1		—			1

Net Income	—		—	—		—	—			—		—		—		—		(567,557	)		(567,557	)

April 30, 2021	—	$	—	20,000	$	20	7,250		$	7		257,441	$	—	$	16,593,761	$	(20,949,534	)	$	(4,355,746	)

January 31, 2022	—		—	20,000		20	7,250			7		341,023		—		19,465,327		(28,451,733	)		(8,986,379	)

Conversion of Preferred Series C Shares into Shares Of Common Stock	—		—	—		—	(7,250	)		(7	)	905,110		1		6		—			—

Relative Fair Value of Equity Issued with Debt	—		—	—		—	—			—		254,141		—		1,064,965		—			1,064,965

Penalty Warrants Recorded as Interest	—		—	—		—	—			—		—		—		315,150		—			315,150

Rounding shares	—		—	—		—	—			—		88		—		—		—			—

Net (Loss)	—		—	—		—	—			—		—		—		—		(2,594,158	)		(2,594,158	)

April 30, 2022	—	$	—	20,000	$	20	—		$	—		1,500,362	$	1	$	20,845,448	$	(31,045,891	)	$	(10,200,422	)

The Accompanying Notes are an Integral Part of these Unaudited Condensed Consolidated Financial Statements.

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AUTO PARTS 4LESS GROUP, INC.

FORMERLY THE 4LESS GROUP, INC.

~~MEDCAREERS GROUP, INC.~~

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended April 30, 2022 and April 30, 2021

~~Consolidated Statement of Cash Flows~~

~~For the Three Months Ended April 30, 2016 and 2015~~

(Unaudited)


	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(2,594,158	)	$	(567,557	)
Adjustments to reconcile net loss to cash used by operating activities:
Depreciation		12,938			10,735
(Gain) loss in Fair Value on Derivative Liabilities		337,737			(4,187	)
Amortization of Debt Discount		725,280			128,528
Interest Expense on Penalty Warrants		315,150			—
Loan Penalties Capitalized to Loan and Accrued Interest		—			28,000
Stock Based Payment of Consulting Fees		—			107,500
Gain on Settlement of Debt		(3,589	)		(914,049	)
Reduction of Right of Use Asset		27,357			23,203
Accretion of Lease Liability		3,122			7,276
Change in Operating Assets and Liabilities:
Decrease (Increase) in Inventory		33,702			15,886
(Increase) Decrease in Prepaid Rent and Expenses		(5,667	)		1,762
(Increase) Decrease in Other Current Assets		11,346			(2,677	)
Increase (Decrease) in Accounts Payable		(134,100	)		(2,558	)
Increase in Accrued Expenses		147,088			28,548
Increase (Decrease) in Accrued Expenses -Related Party		100			(25,000	)
Operating Lease Payments		(30,479	)		(30,479	)
Increase (Decrease) in Customer Deposits		(239,216	)		80,547
Increase (Decrease) in Deferred Revenue		(332,320	)		294,064
CASH FLOWS (USED IN) OPERATING ACTIVITIES		(1,725,709	)		(820,458	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment		(1,142	)		(35,000	)
CASH FLOWS (USED IN) INVESTING ACTIVITIES		(1,142	)		(35,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Shares		—			2,099,683
Proceeds from Share Subscriptions Receivable		—			100,000
Repayment of Shareholder loans payable, net		(69,476	)		—
Proceeds from Short Term Debt		—			—
Payments on Short Term Debt		(162,913	)		(128,075	)
Payments on Long Term Debt		(6,848	)		(1,993	)
Proceeds from Issuance of Convertible Notes Payable		2,395,250			—
Payments on Convertible Notes Payable		(45,600	)		(149,500	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		2,110,413			1,920,115

NET INCREASE IN CASH		383,562			1,064,657

CASH AT BEGINNING OF PERIOD		77,498			277,664

CASH AT END OF PERIOD	$	461,060		$	1,342,321

Supplemental Disclosure of Cash Flows Information:
Cash Paid for Interest	$	23,872		$	42,949
Derivative Debt Discount	$	394,203		$	—
Relative Fair Value of Warrants and Common Shares Issued with Debt and Applies as Discount	$	1,064,965		$	—
Debt discount	$	474,750		$	—
Conversion of Series C Preferred Stock Into Common Stock	$	6		$	—

Issuance of Common Shares for Share Subscription Receivable	$	—		$	94,817
Loans to acquire Fixed Assets	$	—		$	151,327

2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (364,961 ) $ (417,199 )
Adjustments to reconcile net loss to cash used by operating activities:
  Loss on change of Derivative Liabilities 210,460 191,846
  Loss of Debt Extinguishment —   45,359
  Amortization of Debt Discount 37,169 59,441
  Amortization of Deferred Financing Costs 2,490 —

Change in Operating Assets and Liabilities:
  Decrease (Increase) in Other Current Assets 83 —
  Decrease (Increase) in Accounts Receivable —   (5,000 )
  (Decrease) Increase in Accounts Payable 4,723 5,128
  Increase in Accrued Expenses 4,131 8,816
  Increase in Deferred Revenue —   (3,000 )
  Increase in Interest Payable 27,396 28,787
CASH FLOWS (USED IN) OPERATING ACTIVITIES (78,509 ) (85,822 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable 80,000 65,500
Payments on Notes Payable —   (25,000 )
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 80,000 40,500

NET INCREASE (DECREASE) IN CASH 1,491 (45,322 )

CASH AT BEGINNING OF PERIOD —   49,881

CASH AT END OF PERIOD $ 1,491 $ 4,559

Cash Paid for Interest $ —   $ 12,721
Income Taxes $ —   $ —

Discount Related to Convertible Debt $ 80,000 $ 54,179
Issuance of Common Shares for Debt conversion $ 17,127 $ 91,626
APIC Write Off Due to Debt Conversion $ 52,442 $ 258,534
Debt Extinguished by Issuing New Debt $ —   $ 97,920

The Accompanying Notes are an Integral Part of these Unaudited Condensed Consolidated Financial Statements.

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~~MEDCAREERS~~AUTO PARTS 4LESS GROUP, INC.

FORMERLY THE 4LESS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

~~April 30, 2016 and 2015~~ (Unaudited)

NOTE 1 – NATURE OF ~~ACTIVITIES~~BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business:

Nature of ~~Activities, History~~Business – Auto Parts 4Less Group, Inc., (the “Company”), formerly The 4Less Group, Inc., was incorporated under the laws of the State of Nevada on December 5, 2007. The Company, under the name MedCareers Group, Inc. (“MCGI”) formally operated a website for nurses, nursing schools and ~~Organization~~ –nurses’ organizations designed for better communication between nurses and the nursing profession.

On November 29, 2018, the Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4LESS”), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The Share Exchange closed on November 29, 2018. As a result of the Share Exchange, the former shareholders of 4LESS became the controlling shareholders of the Company. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein 4LESS is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the shares issued as a result of the reverse merger except otherwise noted.

4LESS was formed as ~~RX Scripted,~~Vegas Suspension & Offroad, LLC on ~~December 30, 2004~~October 24, 2013 as a ~~North Carolina~~Nevada limited liability company and converted to a Nevada corporation with the same name on May 8, 2017. On April 2, 2018, the Company changed its name to The 4LESS Corp. The Corporation had S Corporation status. The Corporation operates as ~~RX Scripted,~~an e-commerce auto and truck parts sales company. As a result of the share exchange, The 4Less Group, Inc. onis now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks. On December ~~5, 2007 and operates a website for nurses, nursing schools and nurses organizations which enables~~30, 2019 4LESS changed its name to Auto Parts 4Less, Inc..On April 28, 2022 the ~~respective entities~~Company changed its name from The 4Less Group, Inc. to ~~communicate more easily and efficiently with their members.~~Auto Parts 4Less Group, Inc.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these condensed financial statements.

Basis of Presentation:

The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States.

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2022 and notes thereto contained in the Company’s Annual Report on Form 10-K filed on May 9, 2022.

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Principles of Consolidation:

The condensed financial statements include the accounts of Auto Parts 4Less Group, Inc. as well as The Auto Parts 4Less, Inc., and JBJ Wholesale LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated.

Use of Estimates:

In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities.

~~Policy on Related Party Transactions:~~Reclassifications

Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.

Cash and Cash Equivalents:

The ~~company~~Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount of cash and cash equivalents approximates fair market value.

Inventory Valuation

Inventories are stated at the lower of cost or net realizable value. Inventories are valued on a first-in, first-out (FIFO) basis. Inventory is comprised of finished goods.

Concentrations

Cost of Goods Sold

For the three months ended April 30, 2022 the Company purchased approximately 52% of its inventory and items available for sale from third parties from three vendors. As of April 30, 2022, the net amount due to the vendors included in accounts payable was $433,897. For the three months ended April 30, 2021, the Company purchased from three vendors approximately 54% of its inventory and items available for sale from third parties. As of April 30, 2021, the net amount due to these vendors included in accounts payable was $462,991. The Company believes there are numerous other suppliers that could be substituted should a supplier become unavailable or non-competitive.

Leases

We elected the hindsight practical expedient to determine the lease term for existing leases. Our election of the hindsight practical expedient resulted in the shortening of lease terms for certain existing leases and the useful lives of corresponding leasehold improvements. In our application of hindsight, we evaluated the performance of the leased stores and the associated markets in relation to our overall real estate strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term.

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Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending January 31, 2023, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements.

Fair Value of Financial Instruments:

The Company’s financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.

The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of April 30, 2022:

	April 30, 2022		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative Liabilities – embedded redemption feature	$	1,991,793	$	—	$	—	$	1,991,793
Totals	$	1,991,793	$	—	$	—	$	1,991,793

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Related Party Transactions:

The Company has a ~~formal, written~~verbal policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a “related party transaction” is a transaction in which the Company or any one of its subsidiaries participates and in which a related party ~~(including all of Medcareers’ directors and executive officers)~~ has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director’s independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction.

~~Recently Issued Accounting Pronouncements:~~Derivative Liability

The derivative liabilities are valued as a level 3 input under the fair value hierarchy for valuing financial instruments. The derivatives arise from convertible debt where the debt and accrued interest is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method (“FIFO”) where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments.

The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, historical stock price volatility, the expected term, and both high risk and the risk-free interest rate. The most sensitive inputs to the model are for expected time for the holder to convert or be repaid and the estimated historical volatility of the Company’s common stock. However, because the historical volatility of the Company’s common stock is so high (see Note 9), the sensitivity required to change the liability by 1% as of April 30, 2022 is greater than 25% change in historical volatility as of that date. The other inputs, such as risk free rate, high yield cash rate and stock price all have a sensitivity for a 1% change in the input variable results in a significantly less than 1% change in the calculated derivative liability.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with ~~Customers:~~Customers ~~In May 2014, ASC 606 was issued related to~~. The core principle of the revenue ~~from contracts with customers. Under this guidance,~~standard is that a company should recognize revenue when control is ~~recognized when~~transferred over the promised goods or services ~~are transferred~~ to customers in an amount that reflects the consideration ~~that is expected~~to which the company expects to be ~~received~~entitled in exchange for those goods or services. The ~~updated standard will replace most existing revenue recognition guidance under GAAP~~Company only applies the five-step model to contracts when it ~~becomes effective~~is probable that the Company will collect the consideration it is entitled to in exchange for the goods and ~~permits~~services transferred to the ~~use~~customer. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

Because the Company’s sales agreements generally have an expected duration of ~~either~~one year or less, the ~~retrospective~~ Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations.

Disaggregation of Revenue: Channel Revenue

The following table shows revenue split between proprietary and third-party website revenue for the three months ended April 30, 2022 and 2021:

					Change
	2022		2021		$			%
Proprietary website revenue	$	1,236,243		2,123,101	$	(886,858	)	(42%	)
Third-party website revenue		493,687		1,605,683		(1,111,996	)	(69%	)
Total Revenue	$	1,729,930	$	3,728,784	$	(1,998,854	)	(54%	)

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The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and obtained the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue. Sales tax and other similar taxes are excluded from revenue.

Stock-Based Compensation:

The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Earnings (Loss) Per Common Share:

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or ~~cumulative~~warrants. Diluted EPS excluded all dilutive potential shares if their effect ~~transition method. Early adoption~~ is ~~not permitted.~~anti-dilutive.

Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share.

Recently Issued Accounting Standards:

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The ~~standard will be~~policy is effective for ~~the Company's~~ fiscal ~~year beginning January 1, 2017,~~years, including interim ~~reporting~~periods, beginning after December 15, 2019. We adopted on February 1, 2020 and the adoption had no impact.

Fair Value Measurement: In 2018, the FASB issued amended guidance to remove, modify and add disclosure requirements for fair value measurements. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosure requirements. Transition is on a prospective basis for the new and modified disclosures, and on a retrospective basis for disclosures that ~~year.~~have been eliminated. The ~~new~~adoption of this guidance ison February 1, 2020 did not ~~expected to~~ have ana material impact on ~~the Company's~~our consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2019, the Financial Accounting Standards Board (FASB) issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intra-period tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The Company adopted the new guidance effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption.

In January 2020, the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of accounting and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the new guidance effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption.

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In August 2020, the FASB issued amended guidance on the accounting for convertible instruments and contracts in an entity’s own equity. The guidance removes the separation model for convertible debt instruments and preferred stock, amends requirements for conversion options to be classified in equity as well as amends diluted earnings per share (EPS) calculations for certain convertible debt instruments. The amended guidance is effective for interim and annual periods in 2022. The application of the amendments in the new guidance are to be applied either on a modified retrospective or a retrospective basis. We are currently assessing the effect that the adoption of this standard will have on the Company’s consolidated financial statements upon adoption

In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

Recently Issued Accounting Standards Not Yet Adopted

In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements.

In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations.

In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adoption on its consolidated financial statements.

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

NOTE 2 – GOING CONCERN AND FINANCIAL POSITION

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $31,045,891 as of April 30, 2022 and has a working capital deficit at April 30, 2022 of $9,530,292. As of April 30, 2022, the Company only had cash and cash equivalents of $461,060 and approximately $151,000 of short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. While the Company has plans to grow its revenues through the new website , at this time, our current liquidity position raises substantial doubt about the Company’s ability to continue as a going concern.

Management’s plan is to raise additional funds in the form of debt or equity in order to continue to fund losses until such time as revenues can sustain the Company. However, there is no assurance that management will be successful in being able to continue to obtain additional funding. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

- 12 -

NOTE 3 – PROPERTY

The Company capitalizes all property purchases over $1,000 and depreciates the assets on a straight-line basis over their useful lives of 3 years for computers and 7 years for all other assets. Property consists of the following at April 30, 2022 and January 31, 2022:

	April 30, 2022			January 31, 2022
Office furniture, fixtures and equipment	$	95,183		$	94,041
Shop equipment		43,004			43,004
Vehicles		206,760			206,760
Sub-total		344,947			343,805
Less: Accumulated depreciation		(135,406	)		(122,469	)
Total Property	$	209,541		$	221,336

Additions to fixed assets for the three months ended April 30, 2022 were $1,142. Additions to fixed assets for the three months ended April 30, 2021 were $186,327 with $35,000 paid in cash and $151,327 financed through vehicle loans.

Depreciation expense was $12,938 and $10,735 for the three months ended April 30, 2022 and April 30, 2021, respectively.

NOTE 4 – LEASES

We lease certain warehouses and office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we did not combine lease and non-lease components.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 17 years or more. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Below is a summary of our lease assets and liabilities at April 30, 2022 and January 31, 2022.

Leases	Classification	April 30, 2022		January 31, 2022
Assets
Operating	Operating Lease Assets	$	213,714	$	242,583
Liabilities
Current
Operating	Current Operating Lease Liability	$	96,772	$	100,001
Noncurrent
Operating	Noncurrent Operating Lease Liabilities		114,423		138,551
Total lease liabilities		$	211,195	$	238,552

Note: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate of 8% based on the information available at commencement date in determining the present value of lease payments.

CAM charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred.

Operating lease cost and rent was $30,479 and $30,479 for the three months ended April 30, 2022 and April 30, 2021, respectively.

NOTE 5 – CUSTOMER DEPOSITS

The Company receives payments from customers on orders prior to shipment and these customer deposits on cancelled orders were either returned to the customers subsequent to April 30, 2022 or will remain as deposits until the item is either delivered and recorded as revenue or cancelled and refunded. At April 30, 2022 the Company had received $291,684 (January 31, 2022- $530,900) in customer deposits for orders that were unfulfilled at April 30, 2022 and either canceled subsequent to year end or still awaiting shipment.

- 13 -

NOTE 6 – DEFERRED REVENUE

The Company receives payments from customers on orders prior to shipment and orders that were unfulfilled at April 30, 2022 because of both normal order processing and fulfillment requirements, and back orders are recorded as deferred revenue. At April 30, 2022 the Company had received $332,823 (January 31, 2022- $665,143) in customer payments for orders that were unfulfilled at April 30, 2022 and delivered subsequent to April 30, 2022.

NOTE 7 – SHORT-TERM AND LONG-TERM DEBT

The components of the Company’s debt as of April 30, 2022 and January 31, 2022 were as follows:


	April 30, 2022			January 31, 2022
Loan dated October 8, 2019, and revised February 29, 2020 and November 10, 2020 repayable June 30, 2022 with an additional interest payment of $20,000⁽³⁾	$	97,340	^*	$	97,340
Forklift Note Payable, original note of $20,433 Sept 26, 2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023⁽¹⁾		7,120	^#		8,183
Vehicle loan original loan of $93,239 February 16, 2021, 2.90 % interest. 72 monthly payments of $1,414 beginning on April 2, 2021 and ending on March 2, 2027. Secured by vehicle having net book value of $94,316.		77,677	^#		81,346
Vehicle loan original loan of $59,711 March 20,2021, 7.89% interest. 72 monthly payments of $1,048 beginning on May 4, 2021 and ending on April 4, 2027. Secured by vehicle having net book value of $76,164.		51,993	^#		54,108
Working Capital Note Payable - $700,000, dated October 29, 2021, repayment of $17,904 per week until Oct 29, 2022, interest rate of approximately 31%^(2,4,7)		528,407	^*		635,831
Working Capital Note Payable - $650,000, dated October 25, 2021, repayment of $15,875 per week until October 25, 2022, interest rate of approximately 26%^(2,4,8)		540,558	^*		596,047
Demand loan - $5,000 dated February 1, 2020, 15% interest, 5% fee on outstanding balance		5,000	^*		5,000
Demand loan - $2,500, dated March 8, 2019, 25% interest, 5% fee on outstanding balance		2,500	^*		2,500
Demand loan - $65,500 dated February 27, 2019, 25% interest, 5% fee on outstanding balance, Secured by the general assets of the Company		12,415	^*		12,415
Promissory note - $60,000 dated September 18, 2020 maturing April 30, 2022⁽¹⁰⁾, including $5,000 original issue discount, 15% compounded interest payable monthly		60,000	^*		60,000
Promissory note - $425,000 dated August 28, 2020, including $50,000 original issue discount, 15% compounded interest payable monthly. This note matures when the Company receives proceeds through a financing event of $825,000 plus accrued interest on the note.⁽⁵⁾		425,000	^*		425,000
Promissory note - $1,200,000 dated August 28, 2020, maturing August 28, 2022, 12% interest payable monthly with the first six months interest deferred until the 6th month and added to principal.⁽⁶⁾		1,200,000	^*		1,200,000
Promissory note - $420,000 dated December 27, 2021, including $20,000 original issue discount, maturing January 27, 2022, non-interest bearing^(9)†		420,000	^*		420,000
Total	$	3,428,010		$	3,597,770

	April 30, 2022		January 31, 2022
Short-Term Debt	$	3,291,220	$	3,454,133
Current Portion of Long-Term Debt		27,828		27,737
Long-Term Debt		108,962		115,900
Total	$	3,428,010	$	3,597,770

__________

†	In default
*	Short-term loans
#	Long-term loans of $7,120 including current portion of $4,325
	7 $51,992 including current portion $8,633
	$81,346 including current portion $14,780

- 14 -

(1)	Secured by equipment having a net book value of $8,733
(2)	The amounts due under the note are personally guaranteed by an officer or a director of the Company.
(3)	On November 10, 2020 the Company amended the agreement extending the maturity to June 30, 2022 from April 8, 2021 and changing monthly payments to $0 from $5,705 and interest rate from 13% to a $20,000 lump sum payable at maturity.
(4)	The Company has pledged a security interest on all accounts receivable and banks accounts of the Company.
(5)	Financing event would be a sale or issuance of assets, debt, shares or any means of raising capital. As the Company has entered into such a transaction the loan has reached maturity and is treated as current. An extension was granted on December 13, 2021 amending the maturity date to April 30, 2022. The April 30, 2022 payment has not been made and the Company is working on another extension with the lender.
(6)	Secured by all assets of the Company. Loan payable in 2 instalments, $445,200 payable August 28, 2021 and $826,800 payable August 28, 2022. On December 13, 2021 the parties amended the maturity date for the first instalment to be April 30, 2022 with ethe second instalment date unchanged. The April 30, 2022 payment has not been made and the Company is working on another extension with the lender.
(7)	This loan replaces $500,000 loan dated June 4, 2021, $422,009 proceeds were used to repay this loan, net cash received was $253,491 after payment of $26,500 in fees.
(8)	This loan replaces $500,000 loan dated June 4, 2021, $359,919 proceeds were used to repay this loan, net cash received was $267,606 after payment of $22,475 in fees.
(9)	Penalty of 10% of principal amount and 30,000 3 year warrants with an exercise price of $15.00 on initial default and 2% of principal amount and 15,000 3 year warrants with an exercise price of $15.00 for every 30 day default period thereafter. Initial default has been recorded at January 31, 2022 with an interest charge of $42,000 and another $276,000 which was the fair value of the warrants (see Note 11). The Company has defaulted on the February26, 2022, March 28, 2022, April 27, 2022 and will issue an additional 15,000 warrants for each of those defaults. The company recorded $315,050 based on the fair value of the warrants and $25,200 for the 2% fee as interest expense.
(10)	The April 30, 2022 payment has not been made and the Company is working on another extension with the lender.

The following are the minimum amounts due on the notes as of April 30, 2022:

Year Ended	Amount
April 30, 2023	$	3,319,048
April 30, 2024		27,574
April 30, 2025		26,118
April 30, 2026		27,447
April 30, 2027		27,823
Total	$	3,428,010

NOTE ~~2 - NOTES PAYABLE~~8 – SHORT-TERM CONVERTIBLE DEBT

The components of the Company’s debt as of April 30, ~~2016~~2022 and January 31, ~~2016~~2022 were as follows:

Apr 2016 Jan 2016
Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013 $ 100,000 $ 100,000
Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014 16,000 16,000
Note Payable - $45,000, 12% interest added to note quarterly, due Nov 5, 2013 45,000 45,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013 5,000 5,000
Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013 18,000 18,000
Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013 479,150 479,150
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013 4,000 4,000
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013 25,000 25,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013 30,000 30,000
Note Payable - $5,000, 8% interest payable accrued to maturity, due Nov 25, 2015 5,000 5,000
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017 57,958 57,958
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017 —   259
Note Payable - $23,863, 8% interest payable accrued to maturity, due Sept 10, 2017 23,863 23,863
Note Payable - $12,355 8% interest payable accrued to maturity, due Sept 10, 2017 12,355 12,355
Note Payable - $34,280, 8% interest payable accrued to maturity, due Sept 10, 2017 10,950 27,450
Note Payable - $38,677, 8% interest payable accrued to maturity, due Sept 10, 2017 38,677 38,677
Note Payable - $25,000, 8% interest payable accrued to maturity, due Dec 7, 2017 25,000 25,000
Note Payable - $25,000, 8% interest payable accrued to maturity, due Feb 3, 2018 25,000 —
Note Payable - $30,000, 8% interest payable accrued to maturity, due March 3, 2018 30,000 —
Note Payable - $25,000, 8% interest payable accrued to maturity, due March 24, 2018 25,000 —
Deferred Financing Costs (5,751 ) (8,240 )
Debt Discount (147,731 ) (104,900 )
Subtotal $ 822,471 $ 799,572
Related Party Debt
Note Payable - $19,500, 8% interest payable accrued until maturity, due Jan 2, 2015
Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015 5,500 5,500
Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015 4,500 4,500
Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015 23,297 23,297
Note Payable - $7,703, 8% interest payable accrued to maturity, due May 19, 2015 7,703 7,703
Note Payable - $26,500, 8% interest payable accrued to maturity, due June 12, 2015 26,500 26,500
Note Payable - $5,000, 8% interest payable accrued until maturity, due July 19, 2016 5,000 5,000
Subtotal – Related Party Debt 72,500 72,500
Total $ 894,971 $ 872,072

Short Term Convertible Debt

	Interest	Default Interest	Conversion	Outstanding Principal at
Maturity Date	Rate	Rate	Price	April 30, 2022			January 31, 2022
Nov 4, 2013^*	12%	12%	$1,800,000	$	100,000		$	100,000
Jan 31, 2014^*	12%	18%	$2,400,000		16,000			16,000
July 31, 2013^*	12%	12%	$1,440,000		5,000			5,000
Jan 31, 2014^*	12%	12%	$2,400,000		30,000			30,000
Nov 12, 2022	8%	12%	⁽¹⁾		2,400,000			2,400,000
Jan. 13, 2023	12%	22%	⁽²⁾		182,400			228,000
Aug. 11, 2022	10%	10%	⁽³⁾		220,000			—
Aug 14, 2022	12%	20%	⁽⁴⁾		1,200,000			—
Aug. 25, 2022	12%	20%	⁽⁴⁾		150,000			—
Aug. 25, 2022	12%	20%	⁽⁴⁾		350,000			—
Oct.. 9, 2022	12%	20%	⁽⁴⁾		200,000			—
Oct.. 9, 2022	12%	20%	⁽⁴⁾		200,000			—
Oct. 22, 2022	12%	20%	⁽⁴⁾		440,000			—
Oct. 22, 2022	12%	20%	⁽⁴⁾		110,000			—
Sub-total					5,603,400			2,779,000
Debt Discount					(3,339,672	)		(2,131,034	)
				$	2,263,728		$	647,966

- 15 -

__________

*	In default.
(1)	lesser of $ 1.25 or 75 % of offering price if there is an uplisting to a national securities exchange.
(2)	75% of closing bid price on day preceding conversion date in event of default
(3)	convertible at 20% discount of the offering price on company’s uplist to NASDAQ
(4)	convertible upon default at conversion price lower of i) lowest price 20 days prior to Issuance ii) lowest price 20 days prior to conversion

The Company had accrued interest payable of ~~$317,711~~$320,433 and ~~$290,682 interest~~$231,412 on the notes at April 30, ~~2016~~2022 and January 31, ~~2016,~~2022, respectively.

The Company has entered in to various promissory notes with lenders during the three months ended April 30, 2016 and the year ended January 31, 2016 bearing interest at between 8% and 12% rate per annum, unsecured, payable on demand and convertible into the Company’s common stock. The conversion price ranges from 52% to 50% of the average of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion.

The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that ~~the instrument~~some instruments should be classified as liabilities due to there being ~~no explicit limit to the~~a variable number of shares to be delivered upon settlement of the above conversion options. The ~~instrument is~~instruments are measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a discount to the note on the debt modification date. For the three months ended April 30, 2022 and 2021, the Company recorded amortization of debt discount expense of $725,280 and $128,528, respectively. See more information in Note 10.

On February 11, 2022 the Company entered into an unsecured convertible note for $220,000 with a one year maturity, interest rate of 10%, the Company received $200,000 in cash proceeds, recorded, an original issue discount of $20,000, and a derivative discount of $117,676 related to a conversion feature. The discount is amortized over the term of the loan. The note is repayable October 11, 2022.

On February 14, 2022 the Company entered into a new convertible note for $1,200,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 120,000 common shares with a five year maturity and an exercise price of $15.00, and 115,000 common shares. If the loan is not in default the company may extend the term to February 14, 2023 with 10 days notice. If the Company does not extend the loan then 60,000 of the issued shares were returnable. On April 7, 2022 the parties agreed to not have the shares returnable in exchange for a waiver on the Company’s breach of certain provisions. The Company received $979,000 in cash proceeds, recorded an original issue discount of $120,000, a derivative discount of $131,489 for the conversion feature, recognized $484,032 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $101,000. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

On February 25, 2022 the Company entered into a new convertible note for $350,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 35,000 common shares with a five year maturity and an exercise price of $15.00, and 33,542 common shares. If the loan is not in default the company may extend the term to February 25, 2023 with 10 days notice. If the Company does not extend the loan then 17,500 of the issued shares were returnable. The Company received $294,000 in cash proceeds, recorded an original issue discount of $35,000, a derivative discount of $37,784 for the conversion feature, recognized $132,255 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $21,000. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

On February 25, 2022 the Company entered into a new convertible note for $150,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 15,000 common shares with a five year maturity and an exercise price of $15.00, and 14,400 common shares. If the loan is not in default the company may extend the term to February 25, 2023 with 10 days notice. If the Company does not extend the loan then 7,500 of the issued shares were returnable. The Company received $119,250 in cash proceeds, recorded an original issue discount of $15,000, a derivative discount of $16,193 for the conversion feature, recognized $52,613 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $15,750. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

On March 9, 2022 the Company entered into a new convertible note for $200,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 20,000 common shares with a five year maturity and an exercise price of $15.00, and 19,200 common shares. If the loan is not in default the company may extend the term to March 9, 2023 with 10 days notice. If the Company does not extend the loan then 10,000 of the issued shares were returnable. The Company received $168,000 in cash proceeds, recorded an original issue discount of $20,000, a derivative discount of $22,533 for the conversion feature, recognized $85,815 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $12,000. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

- 16 -

On March 9, 2022 the Company entered into a new convertible note for $200,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 20,000 common shares with a five year maturity and an exercise price of $15.00, and 9,200 common shares. If the loan is not in default the company may extend the term to March 9, 2023 with 10 days notice. If the Company does not extend the loan then 10,000 of the issued shares were returnable. The Company received $168,000 in cash proceeds, recorded an original issue discount of $20,000, a derivative discount of $22,533 for the conversion feature, recognized $85,728 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $12,000. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

On April 22, 2022 the Company entered into a new convertible note for $440,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 44,000 common shares with a five year maturity and an exercise price of $15.00, and 42,240 common shares. If the loan is not in default the company may extend the term to April 22, 2023 with 10 days notice. If the Company does not extend the loan then 22,000 of the issued shares were returnable. The Company received $373,600 in cash proceeds, recorded an original issue discount of $40,000, a derivative discount of $36,796 for the conversion feature, recognized $161,815 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $26,400. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

On April 22, 2022 the Company entered into a new convertible note for $110,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 11,000 common shares with a five year maturity and an exercise price of $15.00, and 10,560 common shares. If the loan is not in default the company may extend the term to April 22, 2023 with 10 days notice. If the Company does not extend the loan then 5,500 of the issued shares were returnable. The Company received $93,400 in cash proceeds, recorded an original issue discount of $10,000, a derivative discount of $9,199 for the conversion feature, recognized $62,707 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $6,600. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 200%.

During the three months ended April 30, ~~2016,~~2022 and April 30, 2021 the Company ~~converted a total of $17,127 of the convertible debt plus accrued~~added $0 and $28,000 in penalty interest ~~into 70,854,634 common shares.~~

~~A summary of the debt in total is as follows:~~

2016 2015
Convertible debt – fixed conversion rate $ 692,150 $ 692,150
Convertible debt – variable conversion rates, net of debt discount 105,321 82,422
Convertible debt – variable conversion rates, Related Party, net of debt discount 72,500 72,500
Non-Convertible debt 25,000 25,000
Net $ 894,971 872,072

~~The Company has $692,150 and $692,150 of debt that is convertible at ranges from $0.06~~ to ~~$1.00 per share and accrues interest between 8% and 12% at April 30,2016 and January 31, 2016~~these loans, respectively.

~~The Company has $25,000 and $25,000 of debt which has no conversion feature at April 30, 2016 and January 31, 2016 respectively.~~

The Company has $105,321 and $82,422 of debt (net of debt discount) with variable conversion price ranges from 52% to 50% of the average of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion asAs of April 30, ~~2016 and January 31, 2016 respectively.~~

2022, the Company had $151,000 of aggregate debt in default. The ~~company has $72,500 of related party convertible debt at April 30, 2016 and January 31. 2016.~~

~~The Company is in default on a number of its promissory notes which~~agreements provide legal remedies for satisfaction of defaults, none of ~~which~~the lenders to this point have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion or payoff within the next twelve months. ~~Accordingly, the Company has classified the entire loan amounts as a current liability.~~

NOTE ~~3 - STOCKHOLDERS’ DEFICIT~~

~~Preferred Stock:~~

~~The Company is authorized to issue 20,001,000 shares of Preferred Stock, having a par value of $0.001 per share, of which 500,000 are designated as Series A and 1,000 are designated as Series B.~~

~~There were 330,000 Series A preferred shares outstanding at April 30, 2016 and January 31, 2016.~~

~~There were 1,000 Series B preferred shares outstanding at April 30, 2016 and January 31, 2016.~~

~~Common Stock:~~

The Company is authorized to issue 4,000,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At April 30, 2016 and January 31, 2016, there were 525,692,734 and 454,838,100 shares outstanding, respectively. No dividends were paid in the period ended April 30, 2016 or in the year ended January 31, 2016.

~~The Company issued the following shares of common stock in the year ended April 30, 2016:~~
~~Conversion of Notes Payable to Common Stock~~			~~70,854,634~~
~~The company issued 70,854,634 shares of common stock for the conversion of Notes payable and accrued interest in the amount of $17,127.~~

~~Options and Warrants:~~

~~The Company recorded option and warrant expense of $0 in the period ended April 30, 2016 and the year ended January 31, 2016.~~

~~The Company had the following options or warrants outstanding at April 30, 2016:~~

Issued To # Options Dated Expire Strike Price
Shareholder 127,500 08/28/2011 08/28/2016 $0.10 per share
Shareholder 127,500 04/29/2012 04/29/2017 $0.10 per share
Shareholder 127,500 07/31/2013 07/31/2017 $0.10 per share
Shareholder 1,000,000 08/31/2012 08/31/2016 $0.12 per share
Shareholder 2,000,000 01/18/2013 01/18/2018 $0.05 per share
Lender 3,500,000 07/02/2015 07/01/2019 $0.10 per share

Options Weighted Average Warrants Weighted Average
Exercise Exercise
Price Price
Outstanding at January 31, 2016 - $ 0.25 6,982,500 $ 0.09
Granted -
Exercised - — — —
Forfeited and canceled - 100,000
Outstanding at April 30, 2016 - $ — 6,882,500 $ 0.13

Summary of warrants outstanding and exercisable as of April 30, 2016 is as follows:

Range of Exercise Weighted Average Number of Warrants Number of Warrants
Prices Remaining Contractual Outstanding Exercisable
Life (years)
$ 0.05 to $ 0.12 1.86 6,882,500 6,882,500
0
$ 0.05 to $ 0.12 1.86 6,882,500 6,882,500

~~NOTE 4~~ – ~~COMMITMENTS AND CONTINGENCIES~~ DERIVATIVE LIABILITIES

There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company is initiated litigation to dispute the note and the 10,151, 540 shares that have been issued.

~~NOTE 5 - GOING CONCERN AND FINANCIAL POSITION~~

MedCareers’ financial statements are prepared using United States generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through April 30, 2016 of $8,397,741 and has a working capital deficit at April 30, 2016 of $(2,290,013).

Historically, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern. The potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues from new development and business acquisitions might enable MedCareers to continue as a going concern. These conditions raise substantial doubt about the company’s ability to continue as a going concern. There can be no assurance that the Company can or will be able to complete any debt or equity financing, or develop or acquire one or more business interests on terms favorable to it. MedCareers’ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS~~

~~Level 1 Inputs~~ ~~– Quoted prices for identical instruments in active markets.~~

~~Level 2 Inputs~~ – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

~~Level 3 Inputs~~ ~~– Instruments with primarily unobservable value drivers.~~

As of April 30, ~~2016~~2022 and January 31, ~~2016,~~2022, the ~~Company’s financial assets were measured at fair value using Level 3 inputs, with the exception~~Company had derivative liabilities of ~~cash, which was valued using Level 1 inputs.~~

~~Fair Value Measurement at April 30, 2016 Using:~~

April 30, 2016
Quoted Prices in Active
Markets
For Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets:
None $               — $                 — $               — $                 —
Totals $               — $                 — $               — $                 —

Liabilities:
   Derivative Liabilities $ 983,147 $ —   $ —   $ 983,147
      Totals $ 983,147 $ —   $ —   $ 983,147

January 31, 2016
Quoted Prices in Active
Markets
For Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets:
None —   —   —   —
  Totals $ —   $ —   $ —   $ —

Liabilities:
   Derivative Liabilities $ 745,129 —   —   745,129
      Totals $ 745,129 $ —   $ —   $ 745,129

~~Derivative Liability:~~

~~As of April 30, 2016~~$1,991,793 and ~~January 31, 2016 the company had $983,147 and $745,129 recorded as derivative liabilities.~~$1,263,442, respectively. During the ~~periods~~three months ended April 30, ~~2016~~2022 and ~~January 31, 2016~~2021, the ~~company~~Company recorded ~~$210,460 in~~a loss of $337,737and ~~$633,185 in loss~~a gain of $4,187, respectively, from the change in the fair value of derivative liabilities. Any liabilities resulting from the warrants outstanding are immaterial.

The derivative liabilities are valued as a level 3 input for valuing financial instruments.

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended April 30, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

	Level 3
	Derivatives
Balance, January 31, 2022	$	1,263,442
Changes Due to Issuance of New Convertible Notes		394,203
Settlement Due to Repayment of Debt		(3,589	)
Mark to Market Change in Derivatives		337,737
Balance, April 30, 2022	$	1,991,793

- 17 -

The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion ~~prices. As~~prices which are linked to the ~~price~~trading and/or bid prices of the Company’s common stock ~~varies it triggers a gain or loss based upon~~as traded on the ~~discount to market assuming the debt was converted at the balance sheet date.~~OTC market.

The fair value of the derivative liability is determined using the ~~Black-Scholes option-pricing~~lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. ~~In our calculation at~~A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of April 30, ~~2016, volatility ranged from 385% to 437%, the term ranged from 0.49 to 0.64 years, and the risk free interest rate was 6%.~~2022 is as follows:

Level 3
Derivatives
Balance, January 31, 2016 $ 745,129
Derivative Liabilities due to New Convertible Debt $ 210,460
  Reclassification of Derivative Liabilities to Additional Paid in Capital
     Due to Conversion of Notes Payable $ (52,442 )
   Market to Market adjustment of Derivatives $ 80,000
Ending Balance, April 30, 2016 $ 983,147

		Embedded Derivative Liability As of April 30, 2022
Strike price		5.40 - 10.00
Contractual term (years)		0.28 - 0.79 years
Volatility (annual)		137.1% - 201.8
Underlying fair market value		10.00
Risk-free rate		7.38% -8.46
Dividend yield (per share)		0

NOTE 10 – STOCKHOLDERS’ DEFICIT

~~NOTE 7 – RELATED PARTY TRANSACTIONS~~Preferred Stock:

The Series A Preferred Stock has an automatic forced conversion into common stock upon the completion of the repurchase or extinguishing of all “toxic” debt (notes having conversion features tied to the Company’s common stock), the extinguishing of all other existing dilutive debt or equity structures, and total recapitalization of the Company. As of both April 30, 2022, and January 31, 2022 the Company had 0 shares of Series A Preferred issued and outstanding and 330,000 authorized with a par value of $0.001 per share.

At both April 30, 2022 and January 31, 2022, there were 20,000 and 20,000 Series B preferred shares outstanding, respectively. The Series B Preferred Stock have voting rights equal to 51% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares, they are not entitled to dividends, and the Company does not have the right of redemption. Currently, there are 20,000 Series B preferred shares authorized and issued of the Series B Preferred Stock with a par-value of $0.001 per share.

At both April 30, 2022 and January 31, 2022, there were 0 and 7,250 Series C preferred shares outstanding, respectively. The Series C Preferred Stock have the right to convert into the common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The holders of Series C Preferred shares are not entitled to dividends, and the Company does not have the right of redemption. On February 1, 2022 the 7,250 Series C Preferred stockholders converted all of their outstanding shares for 905,110 shares of common stock. Currently, there are 0 Series C preferred shares authorized and issued with a par-value of $0.001 per share.

At both April 30, 2022 and January 31, 2022, there were 870 Series D preferred shares authorized and outstanding, respectively which with a par value $0.001. All shares of Series D Preferred Stock will rank subordinate and junior to all shares of Series A, B and C of Preferred Stock of the Corporation and pari passu with any of the Corporation’s preferred stock hereafter created as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or involuntary. These shares are non-voting, do not receive dividends and are redeemable according to the terms set out as follows:

OPTIONAL REDEMPTION.

(1) At any time, either the Corporation or the holder may redeem for cash out of funds legally available therefor, any or all of the outstanding Series D Preferred Stock (“Optional Redemption”) at $1,000 per share.

- 18 -

(2) Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section VI (an “Optional Redemption Notice”). Any optional redemption pursuant to this Section VI shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption.

(3) Should the holder exercise the right of Optional Redemption it shall provide the Corporation with at least 30 days’ notice of any proposed optional redemption pursuant this Section VI (an “Optional Redemption Notice”). The Optional Redemption Notice shall state the value of the Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the holder to the Corporation at the address of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holder, and (B) the holder will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption.

The Series D Preferred Stock is not entitled to any pre-emptive or subscription rights in respect of any securities of the Corporation.

Neither the Company nor any Series D preferred stockholders has given notice to exercise the redemption as of April 30, 2022 on the date of the financial statements.

Because the holders of the Series D preferred stock have the right to demand cash redemption, the cumulative amount of the redemption feature is included in Temporary Equity as of April 30, 2022 and January 31, 2022.

Common Stock

The Company ~~maintains its executive offices~~is authorized to issue 75,000,000 common shares at a par value of ~~approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019~~$0.000001 per share. These shares have full voting rights. The Company undertook a 10-1 reverse stock split on April 28, 2022. The share capital has been retrospectively adjusted accordingly to reflect these reverse stock splits. At April 30, 2022 and January 31, 2022 there were 1,500,362 and 341,023 shares outstanding and issuable, respectively. No dividends were paid in the ~~home~~three months ended April 30, 2022 or 2021. The Company’s articles of incorporation include a provision that the Company is not allowed to issue fractional shares.

The Company issued the following shares of common stock in the three months ended April 30, 2022:

The Company issued 905,110 shares upon conversion of 7,250 Series C preferred shares. Along with associated debt, the Company issued 254,141 shares and warrants to purchase 265,000 shares all with a relative fair value of $1,064,965.

- 19 -

Options and Warrants:

The Company has 75,000 options outstanding as of both April 30, 2022 and or January 31, 2022.

The Company recorded option and warrant expense of $0 and $0 for the three months ended April 30, 2022 and 2021, respectively.

Schedule Of Warrants Fair Value

For the quarter ended April 30, 2022 the Company issued warrants to purchase 265,000 common shares along with debt to various lenders as well as warrants to acquire 45,000 common shares as penalty interest. The table below provides the significant estimates used that resulted in the Company determining the relative fair value of the ~~President~~265,000 warrants at $1,064,965, which has been recorded as a debt discount and ~~CEO for~~the 45,000 warrants at $315,150 which ~~it pays no rent.~~ has been recorded as interest both with corresponding adjustments to paid-in capital.

Expected volatility	1,686-2,186%
Exercise price	$5.50 -$15.00
Stock price	$5.40-$9.49
Expected life	3-5 years
Risk-free interest rate	1.76%-2.94%
Dividend yield	0%

The Company ~~plans~~had the following fully vested warrants outstanding at April 30,2022:

Issued To	# Warrants	Dated	Expire	Strike Price	Expired	Exercised
Lender	95,000	08/28/2020	08/28/2023	$4.00 per share	N	N
Broker	250	10/11/2020	10/11/2025	$45.00 per share	N	N
Broker	300	11/25/2020	11/25/2025	$30.00 per share	N	N
Triton	30,000	07/27/2021	07/27/2024	$21.10 per share	N	N
Consultant	25,000	08/26/2021	08/26/2024	$15.00 per share	N	N
Lender	90,000	11/12/2021	11/12/2026	$15.00 per share	N	N
Lender	90,000^*	11/12/2021	11/12/2026	$15.00 per share	N	N
Lender	30,000	1/27/2022	1/27/2025	$15.00 per share	N	N
Lender	120,000	2/14/2022	2/14/2027	$15.00 per share	N	N
Lender	35,000	2/25/2022	2/25/2027	$15.00 per share	N	N
Lender	15,000	2/25/2022	2/25/2027	$15.00 per share	N	N
Lender	20,000	3/9/2022	3/9/2027	$15.00 per share	N	N
Lender	20,000	3/9/2022	3/9/2027	$15.00 per share	N	N
Lender	11,000	4/22/2022	4/22/2027	$15.00 per share	N	N
Lender	44,000	4/22/2022	4/22/2027	$15.00 per share	N	N
Lender	15,000	2/26/2022	2/26/2025	$5.40 per share	N	N
Lender	15,000	3/28/2022	3/28/2025	$7.50 per share	N	N
Lender	15,000	4/27/2022	4/27/2025	$6.99 per share	N	N

__________

These warrants are extinguished if Company repays note by 11/12/2022 maturity.

The Company had the following fully vested options outstanding at April 30, 2022:

Issued To	# Options	Dated	Expire	Strike Price	Expired	Exercised
Consultant	25,000	8/26/2021	8/26/2024	$15.00 per share	N	N
T. Armes	50,000	10/14/2021	10/14/2023	$15.00 per share	N	N

- 20 -

The following table summarizes the activity of options and warrants issued and outstanding as of and for the three months ended

April 30, 2022:

Schedule of warrants outstanding

	Options	Weighted Average Exercise Price		Warrants	Weighted Average Exercise Price
Outstanding at January 31, 2022	75,000	$	15.00	360,550	$	12.64
Granted	—		—	310,000		15.00
Exercised	—		—	—		—
Forfeited and canceled	—		—	—		—
Outstanding at April 30, 2022	75,000	$	15.00	670,550	$	13.17

NOTE 11 – RELATED PARTY TRANSACTIONS

As of April 30, 2022 and January 31, 2021, the Company had $46,273 and $46,173, respectively of related party accrued expenses related to ~~lease office space when their operations require it~~accrued compensation for employees and ~~funding permits.~~

consultants.

NOTE 8 12 – COMMITMENTS AND CONTINGENCIES

On August 30, 2016, the Company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. This lease is with a shareholder.

On July 1, 2018, the Company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month.

In October 2019 the Company entered into an operating lease for a vehicle with an annual cost of $9,067 and a three year term. The company paid initial fees of $17,744 and will pay fees on lease termination of $395. On a straight-line basis these costs amount to $1,259 per month.

Schedule of minimum lease obligations


Maturity of Lease Liabilities	Operating Leases
April 30 2023	$	113,100
April 30, 2024		42,803
April 30, 2025		30,003
April 30, 2026		30,003
April 30, 2027		17,503
Total lease payments		233,412
Less: Interest		(22,217	)
Present value of lease liabilities	$	211,195

The Company had total operating lease and rent expense of $30,479 and $30,479 for the three months ended April 30, 2022 and 2021 respectively.

- 21 -

NOTE 13 – EARNINGS (LOSS) PER SHARE

The net income (loss) per common share amounts were determined as follows:


	For the Three Months Ended
	April 30,
	2022			2021
Numerator:
Net income (loss) available to common shareholders	$	(2,594,158	)	$	(567,557)

Denominator:
Weighted average shares – basic		1,342,433			194,010

Net income (loss) per share – basic	$	(1.93	)	$	(2.93	)

Effect of common stock equivalents
Add: interest expense on convertible debt		112,742			34,652
Add: amortization of debt discount		725,280			128,528
Less: gain on settlement of debt on convertible notes		—			—
Add (Less): loss (gain) on change of derivative liabilities		337,737			(4,187	)
Net income (loss) adjusted for common stock equivalents		(1,418,399	)		(408,564	)
Dilutive effect of common stock equivalents:
Convertible notes and accrued interest		—			—
Convertible Class C Preferred shares		—			—
Warrants and options		—			—

Denominator:
Weighted average shares – diluted		1,342,433			194,010

Net income (loss) per share – diluted	$	(1.93	)	$	(2.93	)

The anti-dilutive shares of common stock equivalents for the three months ended April 30, 2022 and April 30, 2021 were as follows:

	For the Three Months Ended
	April 30,
	2022		2021

Convertible notes and accrued interest		701,281		35,437
Convertible Class C Preferred shares		—		677,071
Options		75,000		—
Warrants		670,550		95,550
Total		1,446,831		808,058

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to April 30, ~~2016,~~2022 through to June 10, 2022:

• The Company issued 2,587 rounding shares due to 10:1 reverse split on April 28, 2022

• On May 19, 2022 the Company ~~borrowed $25,000 on~~entered into a ~~Convertible Notes:~~new convertible note for $400,000 with a one year maturity, interest rate of 12%, with a warrant to purchase 33,333 common shares with a five year maturity and an exercise price of $15.00, and 41,500 common shares. The Company received $325,000 in cash proceeds, recorded an original issue discount of $20,000 and transaction fees of $12,000. The discount is amortized over the term of the loan. The note has certain default provisions such as failure to pay any principal or interest when due and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 125%.

~~Note Payable: $4,000.00 Unruh note plus interest was assigned to Blackbridge Capital Growth Fund, LLC~~- 22 -

~~Note Payable - $25,000, 9% interest payable accrued until maturity, due Feb 5, 2017~~

~~$25,000~~

In the period since April 30, 2016, the Company issued 35,962,743 shares of restricted common stock pursuant to the conversion of $6,293.48 of the Unruh convertible promissory note and interest. The Notes provided conversion features which was tied to the market price of the Company’s common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this quarterly report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this quarterly report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this quarterly report. Factors that can cause or contribute to these differences include those described under the headings “Risk Factors” and “Management Discussion and Analysis and Plan of Operation.”

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this quarterly report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this quarterly report. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct.

Company

~~MedCareers~~

The Auto Parts 4Less Group Inc. (“~~MedCareers~~”FLES”, the “Company”, “we” or “us”), the Company described herein, ~~is a~~was incorporated under the laws of the State of Nevada ~~corporation,~~on December 5, 2007, with offices located at ~~758 E. Bethel School Road, Coppell, Texas 75019. It can be reached by~~106 W Mayflower, Las Vegas, Nevada 89030. Our phone ~~at (972) 393-5892.~~number is (702) 267-7100.

~~Recent Activity~~Nature of Business – Auto Parts 4Less Group Inc.., formerly known The 4Less Group, Inc.and as MedCareers Group, Inc. (the “Company”, “MCGI”), was incorporated under the laws of the State of Nevada on December 5, 2007.

AtOn November 29, 2018, the ~~end of our fiscal year end and through our first quarter of FY 2017 we have concentrated our efforts into re-launching the employer area of our network~~Company entered into a ~~talent acquisition platform~~transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4Less Corp. (“4LESS”), in exchange for ~~hiring nurses.~~the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The Share Exchange closed on November 29, 2018. As a result of the Share Exchange, the former shareholders of 4LESS became the controlling shareholders of the Company. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein 4LESS is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the shares issued as a result of the reverse merger except otherwise noted.

~~One~~On November 19, 2019 The 4Less Group acquired the URL Autoparts4Less.com and changed the name of their wholly owned subsidiary from the 4Less Corp. to Auto Parts 4Less, Inc. On April 28, 2022 the Company changed its name from The 4LESS Group, Inc. to Auto Parts 4Less Group, Inc.

Our Business

Like many small businesses, Christopher Davenport, the founder of Auto Parts 4Less (“4Less”) previously named The 4less Corp., the wholly owned subsidiary of Auto Parts 4Less Group, Inc., began selling auto parts on eBay and shipping those items out of his garage in 2013. What started out as a hobby, quickly grew into a fully functioning ecommerce aftermarket auto parts company that required a significant technical staff and facilities to support their growth. In June of 2015, they leased their first office.

Originally the company listed their auto parts in the different marketplaces such as Amazon, eBay, Walmart and Jet.

- 23 -

Starting in 2016 the company began investing to become their own ecommerce platform thereby allowing their auto parts to be direct listed across marketplace and social media sites. Technical achievements including CRM system, warehouse integration API, warehouse inventory software to name a few.

In 2019, shortly after the share exchange with MedCareers Group, Inc., with technology upgrades in place, 4Less began successfully moving majority of sales from third party marketplaces direct to their proprietary ecommerce web site Liftkits4Less.com. By doing so the company saves 8%-10% in fees charged by the major marketplace’s such as e-Bay and Amazon as well as further building the 4less brand as a leading ecommerce site for auto parts.

On November 19, 2019 the Company acquired the URL Autoparts4Less.com and changed the name of their wholly owned subsidiary from the 4Less Corp. to Auto Parts 4Less, Inc. With the acquisition of the ~~goals is~~URL AutoParts4Less.com, the Company also began focusing all of their efforts and resources on building out a flagship automotive marketplace with the potential to ~~have upward~~offer buyers a wide range of ~~10,000 paid nursing jobs posted~~automotive parts for cars, trucks, boats, motorcycles and RV’s on ~~our job board~~a single platform.

In August 2021 the Company launched a beta test version of Autoparts4less.com. In a short period of time after the beta launch the company realized that with the amount of interest received from ~~healthcare systems across~~numerous types of larges sellers, which included not only ecommerce sites presently selling parts online, but also interest from other large parts sellers such as warehouse distributors, new car dealers with large inventories of parts as well as brick and mortar parts retailers looking to move sales online, the ~~country. By achieving this goal we will~~platform originally created would soon be ~~one~~inadequate. As such, the Company made the decision to upgrade to a larger and more advanced platform solution so they immediately began implementation of the ~~largest nursing job~~AWS Fargate serverless platform solution.

The platform upgrade was completed in the 1^st quarter FYE 2023, with marketplace sales expected to begin in 2^nd quarter 2023.

On April 28. 2022 the Company changed its name from The 4Less Group, Inc. to Auto Parts 4Less Group, Inc.

Competition

We directly compete for buyers to use our web sites ~~for direct hire employers~~over current e-commerce sites as well as sellers that utilize major marketplaces such as ~~hospitals as opposed to travel firms. As of April 30, 2016~~Amazon and eBay. However, we ~~had reached 25% of~~believe our ~~goal~~specialty ecommerce website liftkits4less.com offers substantial value-added content including installation guides, install videos, high impact photos, order customization and live chat with ~~2,500 jobs posted or under contract to be posted. We believe the 10,000 jobs will be achieved with between 60 and 100 health systems under contract.~~

Management is still looking to add approximately 5 commission business partners to represent us in 5 of our 7 regions. These representatives will be responsible for revenue generation and membership growth in their assigned markets.a technical expert.

Additionally, we believe that our automotive parts marketplace AutoParts4less.com, with no known large challengers presently in the space outside of “all things to all people” online marketplaces Amazon and eBay, has the opportunity to quickly be branded when launched as the auto part’s industry premier marketplace just as sites like Etsy, Wayfair, Uber and Chewey’s have been able to successfully do in their industries.

Results of Operations for the Three Months Ended April 30, 2022 Compared to the Three Months Ended April 30, 2021

The following table shows our results of operations for the three months ended April 30, 2022 and 2021. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.

							Change
	2022			2021			$			%
Total Revenues	$	1,729,930			3,728,784		$	(1,998,854	)	(54%	)
Gross Profit		261,927			962,206			(700,279	)	(73%	)
Total Operating Expenses		1,282,955			2,204,564			(921,609	)	(42%	)
Total Other Income (Expense)		(1,573,130	)		674,801			(2,247,931	)	(333%	)
Net Income (Loss)	$	(2,594,158	)	$	(567,557	)	$	(2,026,601	)	(357%	)

Revenue

The following table shows revenue split between proprietary and third-party website revenue for the three months ended April 30, 2022 and 2021:

					Change
	2022		2021		$			%
Proprietary website revenue	$	1,236,243		2,123,101	$	(886,858	)	(42%	)
Third-party website revenue		493,687		1,605,683		(1,111,996	)	(69%	)
Total Revenue	$	1,729,930	$	3,728,784	$	(1,998,854	)	(54%	)

- 24 -

We had ~~some unsolicited~~total revenue of $1,729,930 for the three months ended April 30, 2022, compared to $3,728,784 for the three months ended April 30, 2021. Sales decreased by $1,998,854 primarily due to present economic conditions reducing consumer demand. In the prior year’s quarter, sales were driven by high consumer demand as a result of economic stimulus packages provided during the pandemic and an aggressive marketing push by the Company. In the current fiscal we are still dealing with supply issues as we have less product available for sale as a result. The Company also recorded $332,823 in deferred revenue for the three months ended April 30, 2022, which will be recognized as revenue next quarter and recognized $425,560 out of the total $665,143 from ~~organizations wanting~~last quarter. The deferred revenue represents orders paid by customers this period but delivered in the following period due to back orders and processing and delivery times. The Company also recorded $291,684 in customer deposits for the three months ended April 30, 2022 and recognized $324,211 from the prior quarter out of a total of $530,900. The customer deposits are orders that were either cancelled and payment refunded to the customers subsequent to April 30, 2022 or shall remain as deposits until the item is either delivered and recorded as revenue or cancelled and refunded.

The Company’s focus continues in growing its proprietary website revenues and the Company was successful in that, increasing its proprietary website revenue to 71% of total sales this current quarter from 57% the previous year’s quarter.

Gross Profit

We had gross profit of $261,927 for the three months ended April 30, 2022, compared to gross profit of $962,206 for the three months ended April 30, 2021. Gross profit decreased by $700,279 as a result of the decreased revenues explained above and also due to an increase in cost because the Company had to purchase ~~targeted email campaigns since year-end.~~ goods at higher product costs from distributers rather than the usual manufacturers for many of the new available products or some of the products that were not available from the usual manufacturers due to still existing supply chain issues.

Operating Expenses

The following table shows our operating expenses for the three months ended April 30, 2022 and 2021:

					Change
	2022		2021		$			%
Depreciation	$	12,938	$	10,735		2,203		21%
Postage, Shipping and Freight		74,698		193,187		(118,489	)	(61%	)
Marketing and Advertising		274,427		608,034		(333,607	)	(55%	)
E Commerce Services, Commissions and Fees		330,697		416,127		(85,430	)	(21%	)
Operating lease cost		30,479		30,479		—		0%
Personnel Costs		205,299		297,493		(92,194	)	(31%	)
General and Administrative		354,417		648,509		(294,092	)	(45%	)
Total Operating Expenses	$	1,282,955	$	2,204,564		(921,609	)	(42%	)

• Depreciation increased by $2,203 due to full depreciation on the two new vehicles acquired last year’s quarter.

• Postage shipping and freight decreased by $118,489 due to lower sales.

• Marketing and advertising decreased by $333,607 due to aggressive promotional efforts in 2021 to drive sales ~~ranged between $1,000~~to our proprietary websites and ~~$2,500. We believe~~build our brands. For the quarter ended April 30, 2022 the spending has resumed to usual levels.

• E Commerce Services, Commissions and Fees decreased by $85,430 due to lower sales.

• Personnel Costs decreased by $92,194 due to staff reductions as ~~our membership grows there will be~~ a ~~tremendous sales opportunity for these transactions. As we do not sale our member lists, this transactions consist~~result of ~~our sending a clients email~~lower demand.

• General and Administrative decreased by $294,092 due to a ~~targeted group~~decrease of ~~nurses defined~~$272,320 in investor relations costs as a result of the REG A subscription offering in the prior year’s quarter and a reduction of $57,516 in professional fees due to associated reporting and business requirements of the afore mentioned REG A subscription from the prior year’s quarter. These decreases were partially offset by increases in insurance costs.

- 25 -

Other Income (Expense)

The following table shows our other income and expenses for the three months ended April 30, 2022 and 2021:

							Change
Other Income (Expense)	2022			2022			$			%
Gain (Loss) on Derivatives	$	(337,737	)	$	4,187			(341,924	)	(8,166%	)
Gain on Settlement of Debt		3,589			914,049			(910,460	)	(100%	)
Amortization of Debt Discount		(725,280	)		(128,528	)		(596,752	)	464%
Interest Expense		(513,702	)		(114,907	)		(398,795	)	347%
Total Other Income (Expense)	$	(1,573,130	)	$	674,801			(2,247,931	)	(333%	)

The changes above can be explained by the ~~client through our own email service.~~increase in convertible debt this quarter ended April 30,2022. Convertible debt increased to $5,603,400 from $521,500 so accordingly there were large increases in amortization expense and interest expense. As a result of the debt exchanges and settlements for the quarter ended April 30, 2021, the gain on settlement of debt was higher. The higher loss on derivatives is a function of the market factors in the valuation of the derivative liability described in Note 8.

~~Our financial statements contain information expressing~~We had a net loss of $2,594,158 for three months ended April 30, 2022, compared to net income of $567,557 for three months ended April 30, 2021. The decrease in net income was mainly due to the lower sales and higher financing costs for the current year’s quarter as well as the gain on settlement in debt that occurred in the three months ended April 30, 2021. These changes were partially offset by a large decrease in operating expenses for reason set out above.

Liquidity and Capital Resources

Management believes that we will continue to incur losses for the immediate future. Therefore, we will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities, if ever. These conditions raise substantial doubt about our ability to continue as a going concern. ~~The~~Our unaudited consolidated financial statements ~~have been prepared "assuming~~do not include any adjustments relating to the recovery of assets or the classification of liabilities that may be necessary should we ~~will~~be unable to continue as a going ~~concern," which contemplates that we satisfy our liabilities and commitments in the ordinary course of business.~~concern.

~~Competition~~

While there are various online community forums and nurse portals, Nurses Lounge does not believe that there is a direct competitor designed from the ground up as a professional network for nurses and to solve many of the day-to-day communications problems nursing organizations have. The largest competitors of Nurses Lounge bill themselves as “~~communities~~” that claim to provide news, career advice and social interaction, and include Nurse.com - owned by OnCourse Learning; and Allnurses – a nursing forum and discussion board. Additionally, and to a lesser extent, Nurses Lounge indirectly competes with other websites that encourage users to create connections with other colleagues and persons with similar interests such as Linkedin and Facebook, however, unlike like these websites which have very broad general appeal, Nurses Lounge focuses solely on the nursing pro and the organizations which support them.

~~Proprietary Rights~~

We plan to rely on a combination of copyright, trade secret and trademark laws, and non-disclosure and other contractual arrangements to protect our proprietary rights moving forward. There can be no assurance that the steps we plan to take in the future to protect our future proprietary rights, however, will be adequate to deter misappropriation of proprietary information, and we may not be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. Although we believe that our websites and services will not infringe upon the intellectual property rights of others and that we have all rights necessary to utilize our intellectual property, we are subject to the risk of claims alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums on litigation, pay damages, delay our products and software, develop non-infringing intellectual property or acquire licenses to intellectual property that are the subject of any such infringement. Therefore, such claims could have a material adverse effect on our planned business, operating results and financial condition.

~~Nursing Profession Overview~~

From Nurses Lounge business viewpoint, the nursing profession is broken down into the individual registered nurses (RNs) and the professions stake holder organizations consisting of nursing schools, associations and employers.

Throughout their career, nurses need to be connected with numerous organizations in order to simply stay up to date with basic continuing education requirements which they need to meet state guidelines and/or employers qualification to maintain employment.

As such, we believe that there is an opportunity to unite the industry on one simple to use communication platform that can upgrade, simplify and reduce the cost of communications used by stakeholder organizations while providing nurses quick access to the information important to their careers. The market for nurses is growing in the United States and we believe that our website has a significant number of potential users based on the following:

According to the Bureau of Labor Statistics’ Employment Projections 2010-2020 released in February 2012, the Registered Nursing workforce is the top occupation in terms of job growth through 2020. It is expected that the number of employed nurses will grow from 2.74 million in 2010 to 3.45 million in 2020, an increase of 712,000 or 26%.

Based on findings from the Nursing Management Aging Workforce Survey released in the July 2006 issue of Nursing Management magazine, 55% of surveyed nurses reported their intention to retire between 2011 and 2020.

~~Approximately 660 4-year schools offer a Bachelor of Science in Nursing (BSN) and other advanced degrees such as Masters and PhD.~~

~~Approximately 2,500 community college type schools offer a 2 year Associate Degree in Nursing (ADN).~~

~~Approximately 6,000 hospitals are located across the U.S. where approximately 60% of all nurses are employed, according to American Association Colleges of Nursing (AACN).~~

~~An approximate 250,000 shortage in nurses has been predicted by 2018.~~

Due to the above factors, the Company’s Nurses Lounge professional Network has a significant market for their services and that even with significant competition for recruitment and job placement services as described below in the risk factor entitled “WE WILL FACE SIGNIFICANT COMPETITION FROM MONSTER.COM and CAREERBUILDER, NICHE HEALTHCARE SITES SUCH AS NURSE.COM AND HEALTHECAREERS AS WELL AS JOB AGGREGATOR SITES SUCH AS INDEED.COM AND OTHER INTERNET JOB POSTING WEBSITES”. ~~”, there will be room in the global marketplace for website posting, recruiting and job placement services for the Company’s niche healthcare related websites.~~

~~***~~

~~Results for the three months ended April 30, 2016~~

Revenue for the three months ended April 30, 2016 and 2015 was $13,445 and $22,435, respectively. The lower revenue for the first quarter in 2016 was primarily due to sales to staffing firms at a price of $6,000 in 2015 versus an average sales price to healthcare systems at rate of approximately $995.00. As a result the total number of sales in 1^st ~~quarter of 2016 is greater than in same period the previous year.~~

Cost of revenues were $1,000 and $2,345 for the three months ended April 30, 2016 and 2015, respectively. The changes reflect the swings in costs as the Company promotes its nurse portal and the variation in those costs as the Company has yet to enter a period where the operations in sales and cost of sales are relatively constant. Until the Company enters a reasonably constant operating period, the costs will vary widely.

Selling expenses were $24,197 and $37,322 for the three months ended April 30, 2016 and 2015. This decrease was due to the President doing more of the sales presentations rather than paying rather than paying others to do this work.

~~Operating expenses for the three months ended April 30, 2016 and 2015 were $103,379 and $72,036 respectively.~~

Other expense reflects interest on loans which was $64,567 and $90,726 expense for the three months ended April 30, 2016 and 2015, respectively. Also, there were other expenses relating to the cost of our convertible debt being a loss on derivatives of $210,460 and $191,846 for the three months ended April 30, 2016 and 2015 respectively. We also incurred a loss on debt extinguishment for the three months ended April 30, 2016 and 2015 of $0 and $45,359 respectively.

~~Liquidity and Capital Resources~~

As of April 30, ~~2016,~~2022, we had a cash balance of $461,060, inventory of $398,881 and $10,429,545 in current liabilities. At the ~~Company had negative~~current cash consumption rate, we will need to consider additional funding sources going forward. We are taking proactive measures to reduce operating expenses and drive growth in revenue.

The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results.

Capital Resources

The following table summarizes total current assets, liabilities and working capital ~~of $2,290,013, comprised of current assets of $2,486 and current liabilities of $2,292,499.~~(deficit) for the periods indicated:

	April 30, 2022			January 31, 2022
Current assets	$	899,253		$	564,615
Current liabilities		10,429,545			8,890,462
Working capital (deficits)	$	(9,530,292	)	$	(8,325,847	)

Net cash used in operations for the three months ended April 30, ~~2016~~2022 was ~~$78,509~~$1,725,709 as compared to ~~$85,822~~net cash used in operations of $820,458 for the three months ended April 30, ~~2015.~~

~~Cash~~2021. Net cash used ~~for purchase of fixed assets was $0~~in investing activities for the three months ended April 30, ~~2016 and 2015.~~

~~Cash~~2022 was $1,142 as compared to $35,000 for the same period in 2021. Net cash provided by financing activities for the three months ended April 30, ~~2016~~2022 was ~~$80,000~~$2,110,413 as compared to ~~$40,500~~$1,920,115 for the ~~same period in 2015.~~three months ended April 30, 2021.

~~The Company has borrowed funds and/or sold stock for working capital. These transactions are detailed in the section “Recent Sales of Unregistered Securities”.~~- 26 -

Currently the Company does not have sufficient cash reserves or revenues to meet its contractual obligations under its outstanding notes payable and to pay its ongoing monthly expenses, which the Company anticipates totaling approximately $300,000 over the next 12 months. The Company has been able to continue operating to date largely from loans made by its shareholders and other debt financings to date. The Company is currently looking at both short-term and more permanent financing opportunities, including debt or equity funding, bridge or short term loans, and/or traditional bank funding, but we have not decided on any specific path moving forward. Unless we have raised sufficient funding to pay our ongoing expenses associated with being a public company, and we have sufficient funds to support our planned operations, the Company can provide no assurances that it will be able to meet its short and long term liquidity needs. The Company continues to generate revenue from the Nurses Lounge business, which the Company believes will increase to the point where the Company can cover its basis monthly obligations, of which there can be no assurance.

~~Our financial statements contain information expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we satisfy our liabilities and commitments in the ordinary course of business.~~

We do not currently have any additional formal commitments or identified sources of additional capital from third parties or from our officers, director or significant shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, selling assets, if any, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "“disclosure controls and procedures"” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "“Evaluation Date"”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Moving forward, we hope that our Chief Executive Officer and Principal Financial Officer will be able to devote the additional time and effort required so that our disclosure controls and procedures ~~are once again~~can become effective. Notwithstanding the assessment that our internal controls and procedures were not effective, we believe that our financial statements contained in this Quarterly Report for the quarter ended ~~October 31, 2015~~April 30, 2022 fairly present our financial position, results of operations and cash flows for the years and months covered thereby in all material respects.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

~~There have been no material changes from~~Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the ~~risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended January 31, 2016, filed with the Commission on June 27, 2016, other than~~information required by this Item as ~~set forth below, and investors are encouraged to review such risk factors below and in the Form 10-K, prior to making an investment in the Company.~~it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

Consideration Date # Shares
Balance, Number of shares outstanding, January 31, 2016
454,838,100
Common stock at issued fifty percent discount to market per note conversion agreement Convert a portion of note payable (1) Feb 5, 2016

27,525,867
Common stock at issued fifty percent discount to market per note conversion agreement Convert a portion of note payable (2) Mar 11, 2016

43,328,767
Balance, Number of shares outstanding, April 30, 2016 525,692,734

~~(1) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $4,129 of the note plus accrued interest.~~

The Company claims an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions.

~~(2) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $12,998 of the note and accrued interest.~~

~~Options and Warrants~~

~~The Company had the following options or warrants outstanding at April 30, 2016:~~

~~Issued To~~	~~# Options~~	~~Dated~~	~~Expire~~	~~Strike Price~~
~~Shareholder (1)~~	~~127,500~~	~~04/29/2012~~	~~04/29/2017~~	~~$0.10 per share~~
~~Shareholder (1)~~	~~127,500~~	~~08/28/2011~~	~~08/28/2016~~	~~$0.10 per share~~
~~Shareholder (1)~~	~~127,500~~	~~07/31/2013~~	~~07/31/2017~~	~~$0.10 per share~~
~~Shareholder (2)~~	~~1,000,000~~	~~08/31/2012~~	~~08/31/2016~~	~~$0.12 per share~~
~~Shareholder (4)~~	~~2,000,000~~	~~01/18/2013~~	~~01/18/2018~~	~~$0.05 per share~~
~~Lender (5)~~	~~3,500,000~~	~~07/02/2014~~	~~07/01/2019~~	~~$0.10 per share~~

~~(1) Three options for 127,500 shares of restricted common stock at an exercise price of $0.10 per share and for a term of 5 years was awarded Gen~~eva7, LLC in consideration for renewing the loan it has with the company of $25,000 two times. Geneva7, LLC originally loaned the company $25,000 at 12% interest on August 29, 2011 and was awarded an option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10. The term of the option is 5 years and expired without it being exercised. The loan matured on April 30^th 2012 and Geneva 7 agreed to renew the loan and accrue interest thru July 31, 2013 and additionally renewed the loan thru October 31, 2103 when it matured on July 31, 2013. With each additional renewal Geneva7 received an additional option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10 per share and for a term of 5 years. This note was sold to a third party who converted the note into common shares at market and sold the shares.

(2) Warrant 1,000,000 shares. The Company entered into a contract for services with Horse and Hammerhead Marketing Solutions, LLC , a management consulting firm. Based on the agreement, the consultant was issued a warrant for 1,000,000 shares of MCGI’s restricted common stock at an exercise price of $0.12 per/share with a 4-year term.

~~(4)~~On January 9, 2013 the company issued 2,000,000 units of its securities in a private placement to an accredited investor. The price of these Units was $0.10 per unit. Each Unit consists of 1 share of restricted common stock valued at $0.10 per share for a total of 2,000,000 shares and one 5 year Warrant. Each Series B Warrant entitles the holder to purchase one share of common stock at an exercise price of $0.05 per share and subject to adjustments due to recapitalization or reclassification of common stock.

~~(5) Option for 3,500,000 common shares granted to a lender as part of the loan transaction. The options have a strike price of $0.10 per share and expire on July 1, 2019.~~

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See the Exhibit Index immediately following the signature page of this Report on Form 10-Q.

- 27 -

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Medcareers~~Auto Parts 4Less Group, Inc.

By: ~~/s/~~/s/ Timothy Armes

Timothy Armes

Chairman (Director), Chief Executive Officer, President, Secretary and Treasurer

Date: ~~July 8, 2016~~June 14, 2022

- 28 -

EXHIBIT INDEX

Exhibit Number		Description of Exhibit

31.1
31.1*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1* 32.1		Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. **

101.SCH		Inline XBRL Taxonomy Extension Schema Document **

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document **

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document **

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document **

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document **

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) **

__________

* Filed herewith.

** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

- 29 -

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FLES	OTCQB

PART I.	FINANCIAL INFORMATION	3
~~PART I.~~	~~FINANCIAL STATEMENTS (Unaudited)~~	3

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	3

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12 23
	~~ITEM 3.~~
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	18 27

ITEM 4.	Controls and Procedures	19 27

PART II.	OTHER INFORMATION	27
~~PART II.~~	~~OTHER INFORMATION~~	20
ITEM 1.	Legal Proceedings	27
~~ITEM 1.~~	~~Legal Proceedings~~	20
ITEM 1A.	Risk Factors	27
~~ITEM 1A.~~	~~Risk Factors~~	20

ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	20 27

ITEM 3.	Default Upon Senior Securities	25 27

ITEM 4.	Mine Safety Disclosures	25 27

ITEM 5.	Other Information	25 27

ITEM 6.	Exhibits	25

		27


	2016			2015
Revenue	$	13,445		$	22,435

Operating Expenses:
Cost of Revenues		1,000			2,345
Selling and Advertising Expenses		24,197			37,322
General and Administrative		78,182			72,036
Total Operating Expenses		103,379			111,703

Net Operating Loss		(89,934	)		(89,268	)

Other Expense
Loss on Derivatives		(210,460	)		(191,846	)
Loss on Debt Extinguishment		—			(45,359	)
Interest Expense		(64,567	)		(90,726	)
Total Other (Expense)		(275,027	)		(327,931	)

Net Loss	$	(364,961	)	$	(417,199	)


Weighted Average Shares Outstanding		504,658,572			153,703,437
Loss Per Share for Common Shareholders	$	(0.001	)	$	(0.003	)

	April 30, 2016			Jan 31, 2016
Assets
Current Assets
Cash and Cash Equivalents	$	1,491		$	—
Accounts Receivable		995			995
Other Current Assets		—			83
Total Current Assets		2,486			1,078


Total Assets	$	2,486		$	1,078

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable	$	52,949		$	48,226
Accrued Expenses		43,721			39,590
Accrued Interest Payable		317,711			290,682
Derivative Liabilities		983,147			745,129
Short Term Debt, net of Debt Discount of $147,731 and $104,900		822,471			799,572
Short Term Debt – Related Party, net of Debt Discount of $0 and $0		72,500			72,500
Total Current Liabilities		2,292,499			1,995,699


Total Liabilities		2,292,499			1,995,699

Stockholders’ Deficit
Preferred Stock, $0.001 par value, 20,001,000 shares authorized,
330,000 and 0 shares issued and outstanding		330			330
Common Stock, $0.001 par value, 4,000,000,000 shares authorized,
525,692,734 and 454,838,100 shares issued and outstanding		525,692			454,838

Additional Paid In Capital		5,581,706			5,582,991
Accumulated Deficit		(8,397,741	)		(8,032,780	)
Total Stockholders’ Deficit		(2,290,013	)		(1,994,621	)

Total Liabilities and Stockholders’ Deficit	$	2,486		$	1,078


	April 30, 2022			January 31, 2022
	Unaudited			^(*)
Assets
Current Assets
Cash and Cash Equivalents	$	461,060		$	77,498
Inventory		398,881			432,583
Prepaid Expenses		12,189			16,065
Deferred Offering Costs		23,000			23,000
Other Current Assets		4,123			15,469
Total Current Assets		899,253			564,615
Operating Lease Assets		213,714			242,583
Property and Equipment, net of accumulated depreciation of $135,406, and $122,469		209,541			221,336

Total Assets	$	1,322,508		$	1,028,534

Liabilities and Stockholders’ Deficit
Current Liabilities
Bank overdraft	$	—		$	11,055
Accounts Payable		1,093,942			1,228,039
Accrued Expenses		943,482			796,397
Accrued Expenses – Related Party		46,273			46,173
Customer Deposits		291,684			530,900
Deferred Revenue		332,823			665,143
Short-Term Debt		3,291,220			3,454,133
Current Operating Lease Liability		96,772			100,001
Short-Term Convertible Debt, net of debt discount of $3,339,672 and $2,131,034		2,263,728			647,966
Derivative Liabilities		1,991,793			1,263,442
Shareholder Loans Payable		50,000			119,476
Current Portion – Long-Term Debt		27,828			27,737
Total Current Liabilities		10,429,545			8,890,462

Non-Current Lease Liability		114,423			138,551
Long-Term Debt		108,962			115,900

Total Liabilities		10,652,930			9,144,913

Commitments and Contingencies		—			—
Redeemable Preferred Stock
Series D Preferred Stock, $0.001 par value, 870 shares authorized, 870 and 870 shares issued and outstanding		870,000			870,000

Stockholders’ Deficit
Preferred Stock – Series A, $0.001 par value, 330,000 shares authorized, 0 and 0 shares issued and outstanding		—			—
Preferred Stock – Series B, $0.001 par value, 20,000 shares authorized, 20,000 and 20,000 shares issued and outstanding		20			20
Preferred Stock – Series C, $0.001 par value, 7,250 shares authorized, 0 and 7,250 shares issued and outstanding		—			7
Common Stock, $0.000001 par value, 75,000,000 shares authorized, 1,500,362 and 341,023 shares issued, issuable and outstanding		1			—
Additional Paid In Capital		20,845,448			19,465,327
Accumulated Deficit		(31,045,891	)		(28,451,733	)
Total Stockholders’ Deficit		(10,200,422	)		(8,986,379	)

Total Liabilities and Stockholders’ Deficit	$	1,322,508		$	1,028,534

									Retained
	PreferredStock		Common Stock				Paid-In			Earnings
	Shares	Amount	Shares		Amount		Capital			(Deficit)			Totals
Stockholders' Deficit
at January 31, 2016	330,000	330	454,838,100	$	454,838	$	5,582,991		$	(8,032,780	)	$	(1,994,621	)

Conversion of
Notes Payable to Common Stock			70,854,634		70,854		(53,727	)					17,127
Derivative Liability Reclassification Due
to Debt Conversion							52,442						52,442

Net Loss										(364,961	)		(364,961	)

Stockholders' Deficit
at April 30, 2016	330,000	330	525,692,734	$	525,692	$	5,581,706		$	(8,397,741	)	$	(2,290,013	)

	Apr 2016			Jan 2016
Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013	$	100,000		$	100,000
Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014		16,000			16,000
Note Payable - $45,000, 12% interest added to note quarterly, due Nov 5, 2013		45,000			45,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013		5,000			5,000
Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013		18,000			18,000
Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013		479,150			479,150
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013		4,000			4,000
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013		25,000			25,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013		30,000			30,000
Note Payable - $5,000, 8% interest payable accrued to maturity, due Nov 25, 2015		5,000			5,000
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017		57,958			57,958
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017		—			259
Note Payable - $23,863, 8% interest payable accrued to maturity, due Sept 10, 2017		23,863			23,863
Note Payable - $12,355 8% interest payable accrued to maturity, due Sept 10, 2017		12,355			12,355
Note Payable - $34,280, 8% interest payable accrued to maturity, due Sept 10, 2017		10,950			27,450
Note Payable - $38,677, 8% interest payable accrued to maturity, due Sept 10, 2017		38,677			38,677
Note Payable - $25,000, 8% interest payable accrued to maturity, due Dec 7, 2017		25,000			25,000
Note Payable - $25,000, 8% interest payable accrued to maturity, due Feb 3, 2018		25,000			—
Note Payable - $30,000, 8% interest payable accrued to maturity, due March 3, 2018		30,000			—
Note Payable - $25,000, 8% interest payable accrued to maturity, due March 24, 2018		25,000			—
Deferred Financing Costs		(5,751	)		(8,240	)
Debt Discount		(147,731	)		(104,900	)
Subtotal	$	822,471		$	799,572
Related Party Debt
Note Payable - $19,500, 8% interest payable accrued until maturity, due Jan 2, 2015
Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015		5,500			5,500
Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015		4,500			4,500
Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015		23,297			23,297
Note Payable - $7,703, 8% interest payable accrued to maturity, due May 19, 2015		7,703			7,703
Note Payable - $26,500, 8% interest payable accrued to maturity, due June 12, 2015		26,500			26,500
Note Payable - $5,000, 8% interest payable accrued until maturity, due July 19, 2016		5,000			5,000
Subtotal – Related Party Debt		72,500			72,500
Total	$	894,971		$	872,072

	2016		2015
Convertible debt – fixed conversion rate	$	692,150	$	692,150
Convertible debt – variable conversion rates, net of debt discount		105,321		82,422
Convertible debt – variable conversion rates, Related Party, net of debt discount		72,500		72,500
Non-Convertible debt		25,000		25,000
Net	$	894,971		872,072

	April 30, 2016		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets:
None	$ —		$ —		$ —		$ —
Totals	$ —		$ —		$ —		$ —

Liabilities:
Derivative Liabilities	$	983,147	$	—	$	—	$	983,147
Totals	$	983,147	$	—	$	—	$	983,147

		January 31, 2016		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
None		—		—		—		—
Totals	$	—	$	—	$	—	$	—


Liabilities:
Derivative Liabilities	$	745,129		—		—		745,129
Totals	$	745,129	$	—	$	—	$	745,129

	Level 3
	Derivatives
Balance, January 31, 2016	$	745,129
Derivative Liabilities due to New Convertible Debt	$	210,460
Reclassification of Derivative Liabilities to Additional Paid in Capital
Due to Conversion of Notes Payable	$	(52,442	)
Market to Market adjustment of Derivatives	$	80,000
Ending Balance, April 30, 2016	$	983,147

	Consideration		Date	# Shares
Balance, Number of shares outstanding, January 31, 2016				454,838,100
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(1)	Feb 5, 2016	27,525,867
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(2)	Mar 11, 2016	43,328,767
Balance, Number of shares outstanding, April 30, 2016				525,692,734