AUTO PARTS 4LESS GROUP, INC.

FORMERLY THE 4LESS GROUP, INC.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended October 31, 2022 and October 31, 2021

(Unaudited)

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)	$	(12,228,775	)	$	(4,886,380	)
Adjustments to reconcile net income (loss) to cash used by operating activities:
Depreciation		38,587			35,930
Inventory Provision		143,000			—
Reduction of Right of Use Asset		77,782			69,691
Accretion of Lease Liability		12,396			21,746
(Gain) loss in Fair Value on Derivative Liabilities		841,772			88,551
Amortization of Debt Discount		4,309,329			442,075
Debt Discount in Excess of Face Value of Note to Interest Expense		225,429			—
Loan Penalties Capitalized to Loan and Accrued Interest		600,000			28,000
Interest Expense on Penalty Warrants		798,450			—
Stock Based Compensation		1,998,000			1,097,500
Stock Based Payment of Consulting Fees and Shares		—			303,555
Gain on Sale of Property and Equipment		—			(20,345	)
PPP Loan Forgiveness		—			(209,447	)
Gain on Settlement of Debt		(19,539	)		(1,004,615	)
Change in Operating Assets and Liabilities:
(Increase) Decrease in Inventory		147,333			(78,033	)
Decrease in Prepaid Rent and Expenses		12,077			5,546
(Increase) in Other Current Assets		(17,779	)		(39,270	)
Decrease in Bank Overdraft		(11,055	)		—
Increase in Accounts Payable		95,931			230,225
Increase in Accrued Expenses		741,729			137,440
Operating Lease Payments		(90,178	)		(91,437	)
Decrease in Accrued Expenses -Related Party		(500	)		(60,000	)
Increase (Decrease) in Customer Deposits		(473,044	)		32,391
Decrease in Deferred Revenue		(598,990	)		(446,474	)
CASH FLOWS (USED IN) OPERATING ACTIVITIES		(3,398,045	)		(4,343,351	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds of Sales of Property and Equipment		—			25,060
Purchase of Property and Equipment		(1,142	)		(43,628	)
CASH FLOWS (USED IN) INVESTING ACTIVITIES		(1,142	)		(18,568	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Shares, Net of Issuance Costs		—			3,037,625
Proceeds from Short Term Debt		—			1,568,472
Proceeds from Convertible Notes Payable		4,006,714			699,525
Payments on Short Term Debt		(376,699	)		(449,386	)
Shareholder Loans Payable		20,000			—
Repayments on Shareholder Loans Payable		(33,561	)		—
Payments on Long Term Debt		(20,739	)		(14,857	)
Payments on Convertible Notes Payable		(228,000	)		(406,825	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		3,367,715			4,434,554

NET INCREASE (DECREASE) IN CASH		(31,472	)		72,635

CASH AT BEGINNING OF PERIOD		77,498			277,664

CASH AT END OF PERIOD	$	46,026		$	350,299

Supplemental Disclosure of Cash Flows Information:
Cash Paid for Interest	$	75,038		$	345,868
Convertible Notes Interest and Derivatives Converted to Common Stock	$	—		$	237,085
Fair Value of Instruments Issued With Debt	$	2,427,336		$	487,284
Derivative Debt Discount	$	1,557,922		$	—
Debt Discount	$	772,796		$	—
Transfer of Short-term Loan , Shareholder Loan and Accounts payable to Convertible Note	$	210,740		$	—
Issuance of Warrants to Deferred Offering Costs	$	—		$	600,000
Deferred Offering Costs Against Share Proceeds	$	—		$	312,000
Loans to acquire Fixed Assets	$	—		$	151,327

~~MEDCAREERS~~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.

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. At October 31, 2022 the provision for inventory obsolescence was $143,000. (January 31, 2022 - $0)

Concentrations

Cost of Goods Sold

For the nine months ended October 31, 2022 the Company purchased approximately 51% of its inventory and items available for sale from third parties from three vendors. As of October 31, 2022, the net amount due to the vendors included in accounts payable was $426,606. For the nine months ended October 31, 2021 the Company purchased approximately 58% of its inventory and items available for sale from third parties from three vendors. As of October 31, 2021, the net amount due to the vendors included in accounts payable was $440,977. 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 October 31, 2022:

	October 31, 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	$	3,663,597	$	—	$	—	$	3,663,597
Totals	$	3,663,597	$	—	$	—	$	3,663,597

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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 October 31, 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 October 31, 2022 and 2021:

					Change
	2022		2021		$			%
Proprietary website revenue	$	611,799	$	2,392,668	$	(1,780,869	)	(74%	)
Third party website revenue		406,187		721,394		(315,207	)	(44%	)
Total Revenue	$	1,017,986	$	3,114,062	$	(2,096,076	)	(67%	)

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The following table shows revenue split between proprietary and third-party website revenue for the nine months ended October 31, 2022 and 2021:

					Change
	2022		2021		$			%
Proprietary website revenue	$	2,750,636	$	6,339,478	$	(3,588,842	)	(57%	)
Third party website revenue		1,338,401		3,090,041		(1,751,640	)	(57%	)
Total Revenue	$	4,089,037	$	9,429,519	$	(5,340,482	)	(57%	)

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.

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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.

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 ~~- NOTES PAYABLE~~– 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 $40,680,508 as of October 31, 2022 and has a working capital deficit at October 31, 2022 of $15,279,670. As of October 31, 2022, the Company only had cash and cash equivalents of $46,026 and approximately $6,111,000 of short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders of which 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.

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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 October 31, 2022 and January 31, 2022:

	October 31, 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		(161,056	)		(122,469	)
Total Property	$	183,891		$	221,336

Additions to fixed assets for the nine months ended October 31, 2022 were $1,142. Additions to fixed assets for the nine months ended October 31, 2021 and were $186,327 with $35,000 paid in cash and $151,327 financed through vehicle loans for vehicles and an additional $8,628 acquired in equipment.

There were no disposals for the nine months ended October 31, 2022. For the nine months ended October 31, 2021, vehicles having a cost of $20,000 and a net book value of $4,715 was disposed of. Proceeds received of $25,060 and a gain on sale of property and equipment of $20,345 were recorded.

Depreciation expense was $12,743 and $12,479 for the three months ended October 31, 2022, and October 31, 2021, respectively.

Depreciation expense was $38,587 and $35,930 for the six months ended October 31, 2022, and October 31, 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 October 31, 2022 and January 31, 2022.

Leases	Classification	October 31, 2022		January 31, 2022
Assets
Operating	Operating Lease Assets	$	160,770	$	242,583
Liabilities
Current
Operating	Current Operating Lease Liability	$	70,214	$	100,001
Noncurrent
Operating	Noncurrent Operating Lease Liabilities		90,556		138,551
Total lease liabilities		$	160,770	$	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 $29,219 and $30,478 for the three months ended October 31, 2022, and October 31, 2021, respectively.

Operating lease cost and rent was $90,177 and $91,437 for the nine months ended October 31, 2022, and October 31, 2021, respectively.

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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 October 31, 2022 or will remain as deposits until the item is either delivered and recorded as revenue or cancelled and refunded. At October 31, 2022 the Company had received $57,856 (January 31, 2022- $530,900) in customer deposits for orders that were unfulfilled at October 31, 2022 and either canceled subsequent to year end or still awaiting shipment.

NOTE 6 – DEFERRED REVENUE

The Company receives payments from customers on orders prior to shipment and orders that were unfulfilled at October 31, 2022 because of both normal order processing and fulfillment requirements, and back orders are recorded as deferred revenue. At October 31, 2022, the Company had received $66,153 (January 31, 2022- $665,143) in customer payments for orders that were unfulfilled at October 31, 2022 and delivered subsequent to October 31, 2022.

NOTE 7 – SHORT-TERM AND LONG-TERM DEBT

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


	October 31, 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
Forklift Note Payable, original note of $20,433 Sept 26, 2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023⁽¹⁾		4,947	^*		8,183
Vehicle loan original loan of $93,239 February 16, 2021, 2.90 % interest. 72 monthly payments of $1,414 beginning on July 2, 2021 and ending on March 2, 2027. Secured by vehicle having net book value of $72,977.		70,277	^#		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 $68,35.		47,675	^#		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)		407,423	^{* ∞}		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)		447,756	^{* ∞}		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	$	3,102,993		$	3,597,770

	October 31, 2022		January 31, 2022
Short-Term Debt	$	2,985,041	$	3,454,133
Current Portion of Long-Term Debt		22,149		27,737
Long-Term Debt		95,803		115,900
Total	$	3,102,993	$	3,597,770

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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 loans

#	Long-term loans of $47,675 including current portion $8,317; $70,277 including current portion $13,832

∞	In default $2,960,179.

(1)	Secured by equipment having a net book value of $7,285.

(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. This loan and accrued interest are payable to a shareholder and were transferred to a convertible loan in August 2022.

(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 the 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 February 26, 2022, through to July 26, 2022 and will issue an additional 15,000 warrants for each of those six defaults for a total of 90,000 warrants. The Company has recorded $798,450 based on the fair value of the warrants and $75,600 for the 2% fee as interest expense to October 31, 2022.

(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 October 31, 2022:

Year Ended	Amount
October 31, 2023	$	3,007,190
October 31, 2024		25,174
October 31, 2025		26,443
October 31, 2026		27,792
October 31, 2027		16,394
Total	$	3,102,993

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NOTE 8 – SHORT-TERM CONVERTIBLE DEBT

The components of the Company’s debt as of October 31, 2022 and January 31, 2022 were as follows.

	Interest	Default Interest	Conversion	Outstanding Principal at
Maturity Date	Rate	Rate	Price ^(a)	October 31, 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⁾		3,000,000			2,400,000
Jan. 13, 2023	12%	22%	⁽²⁾		—			228,000
Aug. 11, 2022	10%	10%	⁽³⁾		—			—
Feb. 14, 2023	12%	20%	⁽⁴⁾		1,200,000			—
Feb 25, 2023	12%	20%	⁽⁴⁾		150,000			—
Feb. 25, 2023	12%	20%	⁽⁴⁾		350,000			—
Mar. 9 2023	12%	20%	⁽⁴⁾		200,000			—
Mar. 9, 2023	12%	20%	⁽⁴⁾		200,000			—
Apr. 22, 2023	12%	20%	⁽⁴⁾		440,000			—
Apr. 22, 2023	12%	20%	⁽⁴⁾		110,000			—
May 19,2023	12%	16%	⁽⁵⁾		400,000			—
Feb.11, 2023	12%	18%	⁽⁴⁾		275,000			—
Dec 27, 2022	12%	18%	⁽⁴⁾		275,000			—
Jan. 5, 2023	12%	18%	⁽⁴⁾		250,000			—
Jan.6 ,2023	12%	18%	⁽⁴⁾		125,000			—
Jan.6 ,2023	12%	18%	⁽⁴⁾		125,000			—
Jan.11 ,2023	12%	18%	⁽⁴⁾		138,890			—
Apr. 22, 2023	12%	18%	⁽⁴⁾		275,000			—
Apr. 22, 2023	12%	18%	⁽⁴⁾		275,000			—
Sept. 9, 2023	12%	22%	⁽⁶⁾		201,360			—
Sub-total					8,141,250			2,779,000
Debt Discount					(2,374,330	)		(2,131,034	)
				$	5,766,920		$	647,966

*	In default at filing date $3,151,000

(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.

(5)	lesser of $ 5.00 or 75 % of offering price if there is an uplisting to a national securities exchange.

(6)	75% of lowest closing bid price ten days preceding conversion date in event of default.

(a)	Note all conversions are subject to dilutive issuance clauses where the conversion price will revert to the lowest transacted share price.

The Company had accrued interest payable of ~~$317,711~~$478,271 and ~~$290,682 interest~~$231,412 on the notes at ~~April 30, 2016~~July 31, 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 October 31, 2022 and 2021, the Company recorded amortization of debt discount expense of $1,932,722 and $130,139, respectively. For the nine months ended October 31, 2022 and 2021, the Company recorded amortization of debt discount expense of $4,309,329 and $442,075, respectively.

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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 August 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. The Company has extended the loan term. 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. The Company has extended the loan term. 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. The Company has extended the loan term. 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. The Company has extended the loan term. 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%.

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. The Company has extended the loan term. 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%.

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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. The Company has extended the loan term. 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. The Company has extended the loan term. 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%.

On May 18, 2022, the lender and Company amended the November 12, 2021 $2,400,000 note whereby the $432,000 amortization payments due on June 12, 2022, July 12, 2022 and August 12, 2022 all totaling $1,296,000 are now payable on October 25, 2022. In exchange the second warrant to acquire 90,000 common shares can no longer be cancelled. The Company has accrued the loan penalty of $600,000 with a corresponding charge to interest as the loan was not repaid. The Company recognized a debt discount of $570,195 on this amount. The discount is amortized over the term of the loan.

On May 19, 2022 the Company entered into a 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 $325,400 in cash proceeds, recorded an original issue discount of $40,000, a derivative discount of $358,088 for the conversion feature, recognized $192,341 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares, and transaction fees of $35,000. The discount is amortized over the term of the loan. The excess discount over the face value of the note of $ $225,429 was expensed to interest. 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%.

In June 2022, the Company received $50,000 cash proceeds and recorded an original issue discount of $5,000 from the lender of February 11, 2022 maturing August 11, 2022 and on that date the old note of $220,000 plus the accrued interest matures on February 11, 2023 along with new advances of $55,000 forming a combined new note of $275,000 dated August 11, 2022. The new note bears interest at 12% and came with 100,000 warrants with an exercise price of $ 15.00 and a 5 year term and 40,000 common shares . The Company received $50,000 in cash proceeds (in June), recorded an original issue discount of $5,000, a derivative discount of $37,261 for the conversion feature, and recognized $195,219 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares. The discount is amortized over the term of the loan.

On June 27, 2022, the Company entered into a new convertible note for $275,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 100,000 common shares with a five year maturity and an exercise price of $15.00, and 40,000 common shares. The Company received $250,000 in cash proceeds, recorded an original issue discount of $25,000, a derivative discount of $34,488 for the conversion feature, and recognized $197,559 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares. 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 July 5, 2022 the Company entered into a new convertible note for $250,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 100,000 common shares with a five year maturity and an exercise price of $15.00, and 40,000 common shares. The Company received $200,000 in cash proceeds, recorded an original issue discount of $25,000, a derivative discount of $33,860 for the conversion feature, recognized $139,638 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares, and transaction fees of $35,000. 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%.

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On July 6, 2022, the Company entered into a new convertible note for $125,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 50,000 common shares with a five year maturity and an exercise price of $15.00, and 20,000 common shares. The Company received $102,000 in cash proceeds, recorded an original issue discount of $12,000, a derivative discount of $16,484 for the conversion feature, recognized $83,796 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares, and transaction fees of $10,000. 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 July 6, 2022, the Company entered into another new convertible note for $125,000 with a six month maturity, interest rate of 12%, with a warrant to purchase 50,000 common shares with a five year maturity and an exercise price of $15.00, and 20,000 common shares. The Company received $102,000 in cash proceeds, recorded an original issue discount of $12,500, a derivative discount of $16,388 for the conversion feature, recognized $83,796 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares, and transaction fees of $10,000. 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 July 11, 2022, the Company entered into another new convertible note for $138,890 with a six month maturity, interest rate of 12%,with a warrant to purchase 50,000 common shares with a five year maturity and an exercise price of $15.00, and 20,000 common shares. The Company received $116,668 in cash proceeds, recorded an original issue discount of $13,889, a derivative discount of $18,735 for the conversion feature, recognized $97,336 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares, and transaction fees of $8,333. 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 August 22, 2022, the Company entered into a new convertible note with a shareholder for $275,000 with a six month maturity, interest rate of 12%,with a warrant to purchase 100,000 common shares with a five year maturity and an exercise price of $15.00, and 40,000 common shares. The Company received $39,260 in cash proceeds, and transferred the following to the note holder : a short term loan of $97,340, a shareholder loan of $50,000, accrued interest of $25,000,and accounts payable for unpaid rent of $38,400. The Company recorded an original issue discount of $25,000, a derivative discount of $36,947 for the conversion feature, recognized $186,343 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares. 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.

On August 22, 2022, the Company entered into another new convertible note with a shareholder for $275,000 with a six month maturity, interest rate of 12%,with a warrant to purchase 100,000 common shares with a five year maturity and an exercise price of $15.00, and 40,000 common shares. The Company received $250,000 in cash proceeds, recorded an original issue discount of $25,000, a derivative discount of $37,070 for the conversion feature, recognized $186,343 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants and shares. 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.

On September 29, 2022, the Company entered into another new convertible note for $201,360 with a six month maturity, interest rate of 12%. The Company received $175,536 in cash proceeds, recorded an original issue discount of $21,574, a derivative discount of $17,736 for the conversion feature, and transaction fees of $4,250. 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 150%.

During the three and nine months ended ~~April 30, 2016,~~October 31, 2022 and October 31, 2021 the Company ~~converted a total of $17,127 of the convertible debt plus accrued~~added $600,000 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~~As of October 31, 2022, the Company ~~has $25,000 and $25,000~~had $3,151,000 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 as of April 30, 2016 and January 31, 2016 respectively.

~~The company has $72,500 of related party~~aggregate convertible debt ~~at April 30, 2016 and January 31. 2016.~~

in default. 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.~~

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NOTE ~~3 - STOCKHOLDERS’ DEFICIT~~9 – DERIVATIVE LIABILITIES

~~Preferred Stock:~~

~~The Company is authorized to issue 20,001,000 shares~~As 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~~October 31, 2022, and January 31, ~~2016.~~

~~There were 1,000 Series B preferred shares outstanding at April 30, 2016~~2022, the Company had derivative liabilities of $3,663,597 and ~~January~~$1,263,442, respectively. During the three months ended October 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~~2022, and ~~January 31, 2016, there were 525,692,734 and 454,838,100 shares outstanding, respectively. No dividends were paid in~~2021, 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~~a loss of $184,146 and ~~warrant expense~~a loss 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~~

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 and January 31, 2016, the Company’s financial assets were measured at fair value using Level 3 inputs, with the exception 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 and January 31, 2016 the company had $983,147 and $745,129 recorded as derivative liabilities. During the periods ended April 30, 2016 and January 31, 2016 the company recorded $210,460 in loss and $633,185 in loss$76,444, respectively, from the change in the fair value of derivative liabilities. During the nine months ended October 31, 2022, and 2021, the Company recorded a loss of $841,772 and a loss of $88,551, 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 October 31, 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		1,577,922
Settlement Due to Repayment of Debt		(19,539	)
Mark to Market Change in Derivatives		841,772
Balance, October31, 2022	$	3,663,597

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 April 30, 2016, volatility ranged from 385% to 437%,~~A summary of the ~~term ranged from 0.49 to 0.64 years,~~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 ~~risk free interest rate was 6%.~~fair value hierarchy as of October 31, 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 October 31, 2022
Strike price		5.20 – 5.55
Contractual term (years)		0.25 - 1.00 years
Volatility (annual)		182.9% - 213.76
Underlying fair market value		5.20
Risk-free rate		7.11% - 8.46
Dividend yield (per share)		0

NOTE 710 – ~~RELATED PARTY TRANSACTIONS~~STOCKHOLDERS’ DEFICIT

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 October31, 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 October 31, 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.

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At both October 31, 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 October 31, 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.

(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 October 31, 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 October 31, 2022, and January 31, 2022.

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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 October 31, 2022 and January 31, 2022 there were 1,823,708 and 341,023 shares outstanding and issuable, respectively. No dividends were paid in the ~~home~~three months ended October 31, 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 nine months ended October 31, 2022:

The Company issued 905,110 shares upon conversion of 7,250 Series C preferred shares.

The Company issued 555,641 common shares along with warrants to purchase 948,333 common shares (see below) along with debt for relative fair value of $2,427,336.

A lender exercised on a cash-free basis warrants to acquire 29,155 shares and received 20,000 shares.

The Company cancelled 741 common shares pursuant to an SEC enforcement action against a lender.

As part of the ~~President~~reverse split on April 28, 2022 the Company issued 2,675 shares to round up those shareholders for partial shares.

Options and ~~CEO for which it pays no rent.~~ Warrants:

The Company ~~plans~~has 250,000 and 50,000 options outstanding as of both October 31, 2022, and or January 31, 2022.

The Company recorded option and warrant expense of $0 and $0 for the six months ended October 31, 2022, and 2021, respectively.

The Company cancelled the options to ~~lease office space when their operations require it~~acquire 50,000 shares issued to the CEO on July 14, 2021 and ~~funding permits.~~issued new options on October11, 2022 to acquire 250,000 shares with a 5 year term and an exercise price of $4.00. The Company recorded stock-based compensation of $1,998,000 with a corresponding adjustment to paid-in capital. This amount is the incremental value between the new options of $2,497,500 and the revalued cancelled options if $499,500 which were determined by using the significant estimated determined below:

Schedule Of Warrants Fair Value

Expected volatility	753 - 1,735%
Exercise price	$4.00 - $15.00
Stock price	$9.99
Expected life	1.5 - 5 years
Risk-free interest rate	3.05% - 3.07%
Dividend yield	0%

For the nine months ended October 31, 2022 the Company issued 555,641 common shares and warrants to purchase 948,333 common shares along with debt to various lenders as well as warrants to acquire 135,000 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 555,641 common shares and 948,333 warrants at $2,427,336, which has been recorded as a debt discount and the 135,000 warrants at $798,450 which has been recorded as interest both with corresponding adjustments to paid-in capital.

Expected volatility	1,686 - 2,227%
Exercise price	$4.45 - $15.00
Stock price	$0.95 - $11.99
Expected life	3 - 5 years
Risk-free interest rate	1.76% - 4.45%
Dividend yield	0%

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The Company had the following fully vested warrants outstanding at October 31,2022:

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	60,845	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
Lender	15,000	5/27/2022	5/27/2025	$5.12 per share	N	N
Lender	33,333	5/19/2022	5/19/2027	$15.00 per share	N	N
Lender	100,000	6/27/2022	6/27/2027	$15.00 per share	N	N
Lender	15,000	6/26/2022	6/26/2025	$5.12 per share	N	N
Lender	15,000	7/26/2022	7/26/2025	$5.12 per share	N	N
Lender	100,000	7/5/2022	7/5/2027	$15.00 per share	N	N
Lender	50,000	7/6/2022	7/6/2027	$15.00 per share	N	N
Lender	50,000	7/6/2022	7/6/2027	$15.00 per share	N	N
Lender	50,000	7/11/2022	7/11/2027	$15.00 per share	N	N
Lender	100,000	8/11/2022	8/11/2027	$15.00 per share	N	N
Lender	100,000	8/22/2022	8/22/2027	$15.00 per share	N	N
Lender	100,000	8/22/2022	8/22/2027	$15.00 per share	N	N
Lender	15,000	8/25/2022	8/25/2025	$5.10 per share	N	N
Lender	15,000	9/24/2022	9/24/2025	$4.00 per share	N	N
Lender	15,000	10/24/2022	10/24/2025	$3.30 per share	N	N

*	The strike price is subject to price adjustments due to dilutive issuance clauses.

The Company had the following fully vested options outstanding at October 31, 2022:

Issued To	# Options	Dated	Expire	Strike Price	Expired	Exercised
T. Armes	50,000	10/14/2021	7/11/2022	$15.00 per share	Y	N
T. Armes	250,000	7/11/2022	7/11/2027	$4.00 per share	N	N

The following table summarizes the activity of options and warrants issued and outstanding as of and for the three months ended October 31, 2022:

	Options		Weighted Average Exercise Price			Warrants		Weighted Average Exercise Price
Outstanding at January 31, 2022	50,000		$	15.00		360,550		$	12.64
Granted	250,000			4.00		1,083,333			15.00
Exercised	—			—		(29,155	)		5.00
Forfeited and canceled	(50,000	)		(15.00	)	—			—
Outstanding at October 31, 2022	250,000		$	4.00		1,414,728		$	13.70

NOTE 8 11 – RELATED PARTY TRANSACTIONS

As of October 31, 2022 and January 31, 2021, the Company had $45,673 and $46,173, respectively of related party accrued expenses related to accrued compensation for employees and consultants.

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NOTE 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
October 31 2023	$	81,203
October 31, 2024		30,003
October 31, 2025		30,003
October 31, 2026		30,003
October 31, 2027		2,501
Total lease payments		173,713
Less: Interest		(12,943	)
Present value of lease liabilities	$	160,770

The Company had total operating lease and rent expense of $29,219 and $30,478 for the three months ended October 31, 2022, and 2021 respectively. The Company had total operating lease and rent expense of $90,177 and $91,437 for the nine months ended October 31, 2022, and 2021 respectively.

NOTE 13 – EARNINGS (LOSS) PER SHARE

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


	For the Three Months Ended
	October 31,
	2022			2021
Numerator:
Net income (loss) available to common shareholders	$	(4,131,691	)	$	(2,566,574	)

Denominator:
Weighted average shares – basic		1,805,316			319,866

Net income (loss) per share – basic	$	(2.29	)	$	(8.02	)

Effect of common stock equivalents
Add: interest expense on convertible debt		166,046			19,247
Add: amortization of debt discount		1,932,722			130,139
Less: gain on settlement of debt on convertible notes		(10,128	)		(41,249	)
Add (Less): loss (gain) on change of derivative liabilities		186,146			76,444
Net income (loss) adjusted for common stock equivalents		(1,856,905	)		(2,381,993	)
Dilutive effect of common stock equivalents:
Convertible notes and accrued interest		—			—
Convertible Class C Preferred shares		—			—
Warrants and options		—			—

Denominator:
Weighted average shares – diluted		1,805,316			319,866

Net income (loss) per share – diluted	$	(2.29	)	$	(8.02	)

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NOTE 13 – EARNINGS (LOSS) PER SHARE

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


	For the Nine Months Ended
	October 31,
	2022			2021
Numerator:
Net income (loss) available to common shareholders	$	(12,228,775	)	$	(4,886,380	)

Denominator:
Weighted average shares – basic		1,576,024			257,577

Net income (loss) per share – basic	$	(7.76	)	$	(18.97	)

Effect of common stock equivalents
Add: interest expense on convertible debt		278,788			35,237
Add: amortization of debt discount		4,309,329			442,075
Less: gain on settlement of debt on convertible notes		(19,539	)		(1,004,615	)
Add (Less): loss (gain) on change of derivative liabilities		841,772			88,551
Net income (loss) adjusted for common stock equivalents		(6,818,425	)		(5,325,132	)
Dilutive effect of common stock equivalents:
Convertible notes and accrued interest		—			—
Convertible Class C Preferred shares		—			—
Warrants and options		—			—

Denominator:
Weighted average shares – diluted		1,576,024			257,577

Net income (loss) per share – diluted	$	(7.76	)	$	(18.97	)

The anti-dilutive shares of common stock equivalents for the three and nine months ended October 31, 2022 and October 31, 2021 were as follows:

	For the Three and Nine Months Ended
	October 31,
	2022		2021

Convertible notes and accrued interest		7,093,733		94,564
Convertible Class C Preferred shares		4,796,352		896,892
Options		250,000		50,000
Warrants		1,414,728		150,550
Total		13,554,813		1,192,006

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NOTE 14 – SUBSEQUENT EVENTS

Subsequent to ~~April 30, 2016, the Company borrowed $25,000 on a Convertible Notes:~~October 31, 2022 through to December 26, 2022:

~~Note Payable: $4,000.00 Unruh note plus~~• a lender converted $25,000 in debt and $1,541 in interest ~~was assigned to Blackbridge Capital Growth Fund, LLC~~into 6434 common shares

~~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~~3,600 shares for marketing services of ~~restricted~~$18,000

• On November 11, 2022. the Company entered into a new convertible note for $186,450 with a six month maturity, interest rate of 12% with a warrant to purchase 75,000 common ~~stock pursuant~~shares with a five year maturity and an exercise price of $15.00, and 27,120 common shares. The Company will receive $169,500 in cash proceeds in 3 monthly instalments of $56,500 each starting in November and recorded an original issue discount of $16,950.The note is convertible at a 20% discount in the event of an uplisting to NASDAQ exchange as well as in any event of default. The discount is amortized over the ~~conversion of $6,293.48~~term of the ~~Unruh~~loan. The note is secured on all assets of the Company.

• On November 11, 2022, the Company entered into a similar convertible note with another lender for $186,450 with a six month maturity, interest rate of 12% with a warrant to purchase 75,000 common shares with a five year maturity and an exercise price of $15.00, and 27,120 common shares. The Company will receive $169,500 in cash proceeds in 3 monthly instalments of $56,500 each starting in November and recorded an original issue discount of $16,950.The note is convertible at a 20% discount in the event of an uplisting to NASDAQ exchange as well as in any event of default. The discount is amortized over the term of the loan. The note is secured on all assets of the Company.

• On November 21, 2022, the Company entered into a new convertible note for $60,480 with a one year maturity and interest rate of 12%. The Company received $54,000 in cash proceeds and recorded an original issue discount of $16,950. The discount is amortized over the term of the loan. The loan and interest are repayable in 10 monthly instalments of $6,774 , starting January 5, 2023. The note is convertible in any event of default. 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 150%.

• On December 27, 2022, the Company entered into a promissory note for $22,000 maturing January 6, 2023. The loan bears no interest and ~~interest. The Notes provided conversion features which was tied to the market price~~is secured on all assets of the ~~Company’s common stock.~~Company. The note is also guaranteed by the CEO of the Company. The Company received $20,000 in cash proceeds and recorded an original issue discount of $2,000. The discount is expensed as interest. If the note is not repaid at maturity there is an initial 15% penalty , followed by a 1.5 % penalty for every subsequent default every seven day period thereafter.

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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 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.

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.

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.

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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 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 offer buyers a wide range of automotive parts for cars, trucks, boats, motorcycles and RV’s on 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 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 platform originally created would soon be 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 AWS Fargate serverless platform solution.

The platform upgrade was completed in the 1^st quarter FYE 2023, with marketplace sales expected to begin in 3^rd quarter 2023.

On November 2, 2022 the Company announced that it had officially launched what is believed to be the industry’s first pure-play automotive parts-only marketplace, AutoParts4Less.com, with approximately 2 million parts listed from over 25 parts sellers. Additionally, with the slowdown of the economy including purchases of auto parts accessories such as lift kits, exclusively designed for trucks and SUV’s, the company decided to discontinue operations of their ecommerce website Liftkits4less.com in mid-November to focus entirely on growing their parts marketplace, AutoParts4Less.com. By doing so they also expect to reduce monthly operating costs to under 300k a month for the foreseeable future.

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

Competition

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 Nine Months Ended October 31, 2022 Compared to the Nine Months Ended October 31, 2021

The following table shows our results of operations for the nine months ended October 31, 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	$	4,089,037		$	9,429,519		$	(5,340,482	)	(57%	)
Gross Profit		792,491			2,454,393			(1,661,902	)	(68%	)
Total Operating Expenses		5,378,156			7,146,485			(1,768,329	)	(25%	)
Total Other Income (Expense)		(7,643,110	)		(194,288	)		(7,448,822	)	(3,834%	)
Net Income (Loss)	$	(12,228,775	)	$	(4,886,380	)	$	(7,342,395	)	(150%	)

Revenue

The following table shows revenue split between proprietary and third-party website revenue for the nine months ended October 31, 2022, and 2021:

					Change
	2022		2021		$			%
Proprietary website revenue	$	2,750,636	$	6,339,478	$	(3,588,842	)	(57%	)
Third party website revenue		1,338,401		3,090,041		(1,751,640	)	(57%	)
Total Revenue	$	4,089,037	$	9,429,519	$	(5,340,482	)	(57%	)

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We had total revenue of $4,089,037 for the nine months ended October 31, 2022, compared to $9,425,519 for the nine months ended October 31, 2021. Sales decreased by $5,340,482 primarily due to present economic conditions reducing consumer demand as well as supply chain issues. 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 current Q3 the Company began winding its website Liftkits4less in anticipation of the November 2022 launch of its new automotive parts marketplace AutoParts4Less.com. The Company also recorded $66,153 in deferred revenue, which will be recognized as revenue next quarter and recognized $665,143 of deferred revenue recorded January 31, 2022. 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 $57,856 in customer deposits and recognized $530,900 recorded January 31, 2022. The customer deposits are orders paid by customers and canceled in the following period due to back orders or other reasons. For the prior year period, the Company recorded $241,292 in deferred revenue, which was recognized as revenue the next quarter and recognized $687,766 of deferred revenue that was recorded January 31, 2021. For the nine months ended October 31, 2022, the Company also recorded $220,776 in customer deposits and recognized $188,385 recorded January 31, 2021.

Both proprietary website revenues and third party website revenues fell by 57% as the Company transitions from a seller of accessories to a pure-play automotive parts-only marketplace.

Gross Profit

We had gross profit of $792,491 for the nine months ended October 31, 2022, compared to gross profit of $2,454,393 for the nine months ended October 31, 2021. Gross profit decreased by $1,661,902 as a result of the decreased revenues explained above and also due to an increase in cost because the Company had to purchase 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. The 2022 gross profit was further reduced by a $143,000 provision on inventory which will be sold off in the coming quarter on transitioning to the new AutoParts4Less.com website.

Operating Expenses

The following table shows our operating expenses for the nine months ended October 31, 2022, and 2021:

						Change
Operating Expenses	2022		2021			$			%
Depreciation	$	38,587	$	35,930			2,657		7%
Postage, Shipping and Freight		146,962		430,105			(283,143	)	(66%	)
Marketing and Advertising		671,348		1,876,576			(1,205,228	)	(64%	)
E Commerce Services, Commissions and Fees		1,076,787		1,160,569			(83,782	)	(7%	)
Operating lease cost		90,177		91,437			(1,260	)	(1%	)
Personnel Costs		505,253		1,078,449			(573,196	)	(53%	)
PPP Loan Forgiveness		—		(209,447	)		209,447		—
General and Administrative		2,849,042		2,682,866			166,176		6%
Total Operating Expenses	$	5,378,156	$	7,146,485			(1,768,329	)	(25%	)

• Depreciation increased by $2,657 due to asset additions at the end of fiscal 2022, thus a higher asset value is being depreciated.

• Postage shipping and freight decreased by $283,143 due to lower sales.

• Marketing and advertising decreased by $1,205,228 due to aggressive promotional efforts in the prior period to drive sales to our proprietary websites and build our brands. For the nine months ended October 31, 2022, the spending has resumed to usual levels and in Q32022 we reduced advertising in anticipation on new website launch in November.

• E Commerce Services, Commissions and Fees decreased by $83,782 due to lower sales.

• Operating lease cost decreased by $1,260.

• PPP loan forgiveness in 2021 was a non-recurring item.

• Personnel Costs decreased by $573,196 due to staff reductions as a result of lower demand.

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• General and Administrative increased by $166,176 mainly due to stock-based compensation of $1,998,000 on the CEO’s 250,000 options. This was partially reduced by reductions of 1,831,823 across all other general and administrative accounts as the Company focused on reducing its costs in a declining market. Investor relations were lower as a result of the REG A subscription offering in the prior year and there was also a reduction in professional fees due to associated reporting and business requirements of the afore-mentioned REG A subscription from the prior year’s quarter.

Other Income (Expense)

The following table shows our other income and expenses for the nine months ended October 31, 2022, and 2021:

							Change
Other Income (Expense)	2022			2022			$			%
Gain (Loss) on Sale of Property and Equipment	$	—		$	20,345			(20,345	)	—
Gain (Loss) on Derivatives		(841,772	)		(88,551	)		(753,221	)	851%
Gain on Settlement of Debt		19,539			1,004,615			(985,076	)	(98%	)
Amortization of Debt Discount		(4,309,329	)		(442,075	)		(3,867,254	)	(875%	)
Interest Expense		(2,511,548	)		(688,622	)		(1,822,926	)	(265%	)
Total Other Income (Expense)	$	(7,643,110	)	$	(194,288	)		(7,448,822	)	(3,834%	)

The changes above can be explained by the increase in convertible debt that started at the end of last fiscal year ~~end~~ and ~~through our first quarter~~continued for the nine months ended October 31, 2022. Convertible debt increased from $949,300 at October 31, 2021 to $8,141,250 at October 31, 2022. As a result all debt related items such as amortization of ~~FY 2017 we have concentrated our efforts into re-launching~~debt discount and interest expense increased significantly. The higher loss on derivatives in 2022 is a function of the ~~employer area~~market factors in the valuation of ~~our network into a talent acquisition platform for hiring nurses.~~the derivative liability described in Note 9 of the included financial statements as well as the derivative discounts acquired with the new debt.

~~One~~We had net loss of $12,228,775 for the nine months ended October 31, 2022, compared to net income of $4,886,380 for the nine months ended October 31, 2021. The increase in net loss was mainly due to the large increase in other expenses, the lower sales and the increase in stock-based compensation as explained in the discussion above.

Results of Operations for the Three Months Ended October 31, 2022, Compared to the Three Months Ended October 31, 2021

The following table shows our results of operations for the three months ended October 31, 2022, and 2021. The historical results presented below are not necessarily indicative of the ~~goals is~~results that may be expected for any future period.

							Change
	2022			2021			$			%
Total Revenues	$	1,017,986		$	3,114,062		$	(2,096,074	)	(67%	)
Gross Profit		171,088			839,498			(668,410	)	(80%	)
Total Operating Expenses		1,009,907			2,860,927			(1,851,020	)	(65%	)
Total Other Income (Expense)		(3,292,872	)		(545,145	)		(2,747,727	)	(504%	)
Net Income (Loss)	$	(4,131,691	)	$	(2,566,574	)	$	(1,565,117	)	(61%	)

Revenue

The following table shows revenue split between proprietary and third-party website revenue for the three months ended October 31, 2022 and 2021:

					Change
	2022		2021		$			%
Proprietary website revenue	$	611,799	$	2,392,668	$	(1,780,869	)	(74%	)
Third party website revenue		406,187		721,394		(315,207	)	(44%	)
Total Revenue	$	1,017,986	$	3,114,062	$	(2,096,076	)	(67%	)

We had total revenue of $1,017,986 for the three months ended October 31, 2022, compared to ~~have upward~~$3,114,062 for the three months ended October 31, 2021. Sales decreased by $2,096,074 primarily due to present economic conditions reducing consumer demand as well as supply chain issues. In the prior year’s quarter, sales were driven by high consumer demand as a result of ~~10,000 paid nursing jobs posted~~economic stimulus packages provided during the pandemic and an aggressive marketing push by the Company. In current Q3 the Company began winding its website Liftkits4less in anticipation of the November 2022 launch of its new automotive parts marketplace AutoParts4Less.com.

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Gross Profit

We had gross profit of $171,088 for the three months ended October 31, 2022, compared to gross profit of $839,498 for the three months ended October 31, 2022. Gross profit decreased by $668,411 as a result of the decreased revenues explained above. The 2022 gross profit was further reduced by a $143,000 provision on ~~our job board from healthcare systems across the country. By achieving this goal we~~inventory which will be ~~one~~sold off in the coming quarter on transitioning to the new AutoParts4Less.com website.

Operating Expenses

The following table shows our operating expenses for the three months ended October 31, 2022 and 2021:

						Change
Operating Expenses	2022		2021			$			%
Depreciation	$	12,743	$	12,479			264		2%
Postage, Shipping and Freight		32,013		94,356			(62,343	)	(66%	)
Marketing and Advertising		156,522		609,252			(452,730	)	(74%	)
E Commerce Services, Commissions and Fees		396,065		434,832			(38,767	)	(9%	)
Operating lease cost		29,219		30,478			(1,259	)	(4%	)
Personnel Costs		131,937		319,256			(187,319	)	(59%	)
PPP Loan Forgiveness		—		(209,447	)		209,447		(100%	)
General and Administrative		251,408		1,569,721			(1,318,313	)	(84%	)
Total Operating Expenses	$	1,009,907	$	2,860,927			(1,851,020	)	(65%	)

• Depreciation increased by $264.

• Postage shipping and freight decreased by $62,343 due to lower sales.

• Marketing and advertising decreased by $452,730 due to aggressive promotional efforts in 2021 to drive sales to our proprietary websites and build our brands. For the quarter ended October 31, 2022 minimal advertising was done in anticipation on new website launch in November.

• E Commerce Services, Commissions and Fees decreased by $38,767 due to lower sales.

• Operating lease cost decreased by $1,259.

• Personnel Costs decreased by $187,319 due to staff reductions as a result of lower demand.

• PPP loan forgiveness in Q3 2021 was a non-recurring item.

• General and Administrative decreased by $1,338,313 due to the Company reducing its expenses in a declining market. Investor relations were lower as a result of the ~~largest nursing job sites~~REG A subscription offering in the prior year and there was also a reduction in professional fees due to associated reporting and business requirements of the afore-mentioned REG A subscription from the prior year’s quarter.

Other Income (Expense)

The following table shows our other income and expenses for ~~direct hire employers such~~the three months ended October 31, 2022, and 2021:

							Change
Other Income (Expense)	2022			2022			$			%
Gain (Loss) on Derivatives	$	(184,146	)	$	(76,444	)		(107,702	)	(141%	)
Gain on Settlement of Debt		10,128			41,249			(31,121	)	(75%	)
Amortization of Debt Discount		(1,932,722	)		(130,139	)		(1,802,583	)	(1,385%	)
Interest Expense		(1,186,132	)		(379,811	)		(806,321	)	(212%	)
Total Other Income (Expense)	$	(3,292,872	)	$	(545,145	)		(2,747,727	)	(504%	)

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The changes above can be explained by the increase in convertible debt this quarter ended October 31, 2022. Convertible debt increased from $949,300 at October 31, 2021 to $8,141,250 at October 31, 2022. so accordingly there were large increases in amortization expense and interest expense. The higher loss on derivatives is a function of the market factors in the valuation of the derivative liability described in Note 9 as ~~hospitals~~well as ~~opposed~~the increase in derivative discount resulting from the new debt issuances.

We had a net loss of $4,131,691 for three months ended October 31, 2022, compared to ~~travel firms. As~~a net loss of ~~April 30, 2016 we had reached 25% of our goal with 2,500 jobs posted or under contract~~$2,566,574 for three months ended October 31, 2021. The decrease in net income was mainly due to ~~be posted. We believe~~ the ~~10,000 jobs will be achieved with between 60~~large increase in other expenses and ~~100 health systems under contract.~~the lower sales as explained in the discussion above.

Liquidity and Capital Resources

Management ~~is still looking~~believes that we will continue to ~~add approximately 5 commission business partners to represent us in 5 of our 7 regions.~~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 ~~representatives will be responsible for revenue generation and membership growth in their assigned markets.~~

Additionally we have had some unsolicited sales from organizations wanting to purchase targeted email campaigns since year-end. The sales ranged between $1,000 and $2,500. We believe 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 of our sending a clients email to a targeted group of nurses defined by the client through our own email service.

~~Our financial statements contain information expressing~~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~~As of October 31, 2022, we had a cash balance of $46,026, net inventory of $142,251 and $15,532,213 in current liabilities. At the 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.

~~While~~The successful outcome of future activities cannot be determined at this time and 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~~if achieved, we will have sufficient funds to execute our intended business 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,~~generate positive operating ~~results and financial condition.~~results.

~~Nursing Profession Overview~~Capital Resources

~~From Nurses Lounge business viewpoint,~~The following table summarizes total current assets, liabilities and working capital (deficit) for 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.~~periods indicated:

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, the Company had negative working capital of $2,290,013, comprised of current assets of $2,486 and current liabilities of $2,292,499.~~

	October 31, 2022			January 31, 2022
Current assets	$	252,543		$	564,615
Current liabilities		15,532,213			8,890,462
Working capital (deficits)	$	(15,279,670	)	$	(8,325,847	)

Net cash used in operations for the ~~three~~nine months ended ~~April 30, 2016~~October 31, 2022 was ~~$78,509~~$3,398,045 as compared to ~~$85,822~~net cash used in operations of $4,343,351 for the ~~three~~nine months ended ~~April 30, 2015.~~

~~Cash~~October 31, 2021. Net cash used ~~for purchase of fixed assets was $0~~in investing activities for the ~~three~~nine months ended ~~April 30, 2016 and 2015.~~

~~Cash~~October 31, 2022 was $1,142 as compared to cash flows used in investing activities of $18,568 for the same period in 2021. Net cash provided by financing activities for the ~~three~~nine months ended ~~April 30, 2016~~October 31, 2022 was ~~$80,000~~$3,367,715 as compared to ~~$40,500~~$4.434,554 for the ~~same period in 2015.~~nine months ended October 31, 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”.~~

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~~2022 fairly present our financial position, results of operations and cash flows for the years and months covered thereby in all material respects.

- 33 -

Table of Contents

(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

None.

~~(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.~~

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.

- 34 -

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~~January 9, 2023

- 35 -

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.”.

- 36 -

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

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations (Unaudited)	4

	Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)	5 - 6

	Condensed Consolidated Statements of Cash Flows (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7 8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12 28
	~~ITEM 3.~~
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	18 33

ITEM 4.	Controls and Procedures	19 33

PART II.	OTHER INFORMATION	34
~~PART II.~~	~~OTHER INFORMATION~~	20
ITEM 1.	Legal Proceedings	34
~~ITEM 1.~~	~~Legal Proceedings~~	20
ITEM 1A.	Risk Factors	34
~~ITEM 1A.~~	~~Risk Factors~~	20

ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	20 34

ITEM 3.	Default Upon Senior Securities	25 34

ITEM 4.	Mine Safety Disclosures	25 34

ITEM 5.	Other Information	25 34

ITEM 6.	Exhibits	25 34

SIGNATURES		35


	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	)

	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

	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

					^(*)
	October 31, 2022			January 31, 2022
	Unaudited			^(*)
Assets
Current Assets
Cash and Cash Equivalents	$	46,026		$	77,498
Inventory		142,251			432,583
Prepaid Expenses		8,018			16,065
Deferred Offering Costs		23,000			23,000
Other Current Assets		33,248			15,469
Total Current Assets		252,543			564,615
Operating Lease Assets		160,770			242,583
Property and Equipment, net of accumulated depreciation of $161,056, and $122,469		183,891			221,336

Total Assets	$	597,204		$	1,028,534

Liabilities and Stockholders’ Deficit
Current Liabilities
Bank overdraft	$	—		$	11,055
Accounts Payable		1,317,984			1,228,039
Accrued Expenses		1,536,626			796,397
Accrued Expenses – Related Party		45,673			46,173
Customer Deposits		57,856			530,900
Deferred Revenue		66,153			665,143
Short-Term Debt		2,985,041			3,454,133
Current Operating Lease Liability		70,214			100,001
Short-Term Convertible Debt, net of debt discount of $2,374,330 and $2,131,034		5,766,920			647,966
Derivative Liabilities		3,663,597			1,263,442
Shareholder Loans Payable		—			119,476
Current Portion – Long-Term Debt		22,149			27,737
Total Current Liabilities		15,532,213			8,890,462

Non-Current Lease Liability		90,556			138,551
Long-Term Debt		95,803			115,900

Total Liabilities		15,718,572			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, 1,823,708 and 341,023 shares issued, issuable and outstanding		2			—
Additional Paid In Capital		24,689,118			19,465,327
Accumulated Deficit		(40,680,508	)		(28,451,733	)
Total Stockholders’ Deficit		(15,991,368	)		(8,986,379	)

Total Liabilities and Stockholders’ Deficit	$	597,204		$	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	)


	Three Months Ended						Nine Months Ended
	October 31, 2022			October 31, 2021			October 31, 2022			October 31, 2021

Revenue	$	1,017,986		$	3,114,062		$	4,089,037		$	9,429,519

Cost of Revenue		846,898			2,274,564			3,296,546			6,975,126

Gross Profit		171,088			839,498			792,491			2,454,393

Operating Expenses:
Depreciation		12,743			12,479			38,587			35,930
Postage, Shipping and Freight		32,013			94,356			146,962			430,105
Marketing and Advertising		156,522			609,252			671,348			1,876,576
E Commerce Services, Commissions and Fees		396,065			434,832			1,076,787			1,160,569
Operating lease cost		29,219			30,478			90,177			91,437
Personnel Costs		131,937			319,256			505,253			1,078,449
PPP Loan Forgiveness		—			(209,447	)		—			(209,447	)
General and Administrative		251,408			1,569,721			2,849,042			2,682,866
Total Operating Expenses		1,009,907			2,860,927			5,378,156			7,146,485

Net Operating Loss		(838,819	)		(2,021,429	)		(4,585,665	)		(4,692,092	)

Other Income (Expense)
Gain (Loss) on Sale of Property and Equipment		—			—			—			20,345
Gain (Loss) on Derivatives		(184,146	)		(76,444	)		(841,772	)		(88,551	)
Gain on Settlement of Debt		10,128			41,249			19,539			1,004,615
Amortization of Debt Discount		(1,932,722	)		(130,139	)		(4,309,329	)		(442,075	)
Interest Expense		(1,186,132	)		(379,811	)		(2,511,548	)		(688,622	)
Total Other Income (Expense)		(3,292,872	)		(545,145	)		(7,643,110	)		(194,288)

Net (Loss)	$	(4,131,691	)	$	(2,566,574	)	$	(12,228,775	)	$	(4,886,380	)

Basic Weighted Average Shares Outstanding;		1,805,316			319,866			1,576,024			257,577
Basic (Loss) per Share	$	(2.29	)	$	(8.02	)	$	(7.76	)	$	(18.97	)

Diluted Average Shares Outstanding;		1,805,316			319,866			1,576,024			257,577
Diluted (Loss) per Share	$	(2.29	)	$	(8.02	)	$	(7.76	)	$	(18.97	)


	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

Balance at 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 (Loss)	—		—	—		—	—		—	—		—		—		(567,557	)		(567,557	)

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

Conversion of Notes Payable and Accrued Interest and Fees to Common Stock	—		—	—		—	—		—	3,000		—		59,100		—			59,100

Derivative Liability Reclassified as Equity Upon Conversion of Notes	—		—	—		—	—		—	—		—		17,640		—			17,640

Issuance of shares	—		—	—		—	—		—	10,475		—		200,500		—			200,500

Relative fair value of equity issued with debt	—		—	—		—	—		—	9,181		—		59,801		—			59,801

Issuance of warrants	—		—	—		—	—		—	—		—		600,000		—			600,000

Net (Loss)	—		—	—		—	—		—	—		—		—		(1,752,249	)		(1,752,249	)

Balance at July 31, 2021	—	$	—	20,000	$	20	7,250	$	7	280,097	$	—	$	17,530,802	$	(22,701,783	)	$	(5,170,954	)

Conversion of Notes Payable and Accrued Interest and Fees to Common Stock	—		—	—		—	—		—	5,977		—		102,341		—			102,341

Derivative Liability Reclassified as Equity Upon Conversion of Notes	—		—	—		—	—		—	—		—		58,504		—			58,504

Share Issuances, Net of Issuance Costs of $359,445	—		—	—		—	—		—	52,100		—		392,924		—			392,924

Share Issuance for fees	—		—	—		—	—		—	1,301		—		30,055		—			30,055

Additional Shares Issued as Part of Relative Fair Value for Debt	—		—	—		—	—		—	1,548		—		—		—			—

Options Issued to Director and CEO	—		—	—		—	—		—	—		—		585,000		—			585,000

Warrants Issued for Fees	—		—	—		—	—		—	—		—		512,500		—			512,500

Net (Loss)	—		—	—		—	—		—	—		—		—		(2,566,574	)		(2,566,574	)

Balance at October 31, 2021	—	$	—	20,000	$	20	7,250	$	7	341,023	$	—	$	19,212,126	$	(25,268,357	)	$	(6,056,204	)

	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