Results of Operations For the Year Ended January 31, 2021 compared to the year ended January 31, 2020




The following table shows our results of operations for the years ended January
31, 2021 and 2020, The historical results presented below are not necessarily
indicative of the results that may be expected for any future period.


                                                                  Change
                                  2021           2020            $         %
Total Revenues                 $ 8,171,355   $  8,186,214   $   (14,859 )   0%
Gross Profit                     1,460,628      1,911,025      (450,397 ) (24% )
Total Operating Expenses         3,602,462      3,764,289      (161,827 )  (4% )
Total Other Income (Expense)     3,329,010     (2,026,582 )   5,355,592   264%
Net Income (Loss)              $ 1,187,176   $ (3,879,846 ) $ 5,067,022   131%



Revenue

The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2021 and 2020:




                                                               Change
                                 2021          2020           $         %
Proprietary website revenue   $ 4,200,624   $ 3,246,351   $  954,273    29%
Third party website revenue     3,970,731     4,939,863     (969,132 ) (20% )
Total Revenue                 $ 8,171,355   $ 8,186,214   $  (14,859 )   0%



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We had total revenue of $8,171,355 for the year ended January 31, 2021, compared
to $8,186,214 for the year ended January 31, 2020. Sales decreased by $14,859.
The decrease was due to orders received and paid for at year end that were
unfulfilled due to supply chain issues because of supplier back-orders as a
result of the Covid-19 pandemic.  The Company at January 31, 2021 had $687,786
of deferred revenue which represents orders received before January 31, 2021 but
delivered after. This will be revenue that the Company recognizes in the first
quarter ended April 30, 2021.  Also, the Company had $188,385 in customer
deposits which represents orders received before January 31, 2021 but cancelled
after. Again the cancellation were due to supplier back order issues. The impact
of the supply chain issues represents approximately $876,000 in lost revenue to
the Company this fiscal year. We do continue to grow our proprietary website
revenues which increased by 29% offset by a reduction in third party website
revenue by 20%.


Gross Profit


We had gross profit of $1,460,628 for the year ended January 31, 2021, compared
to gross profit of $1,911,025 for the year ended January 31, 2020. Gross profit
decreased by $450,397 because cost of revenue was higher due to the Company
having to purchase goods at higher product costs from distributers rather than
the usual manufacturers due to higher than anticipated demand which
manufacturers were not able to meet. This was caused by the supply chain issues
mentioned in the previous paragraph.


Operating Expenses




The following table shows our operating expenses for the years ended January 31,
2021 and 2020. Operating expenses decreased to $3,602,462 for the year ended
January 31, 2021 from $3,764,289 for the year ended January 31, 2020:


                                                                             Change
                                               2021          2020           $         %
Operating expenses
Depreciation                                $    25,196   $    34,832   $   (9,636 ) (28% )
Postage, Shipping and Freight                   498,370       453,088       45,282    10%
Marketing and Advertising                       112,531       204,945      (92,414 ) (45% )
E Commerce Services, Commissions and Fees       887,274       763,182      124,092    16%
Operating Lease Cost                            121,917       117,841        4,076     3%
Personnel Costs                               1,128,652     1,274,894     (146,242 ) (11% )
General and Administrative                      828,522       915,507      (86,985 ) (10% )
Total Operating Expenses                    $ 3,602,462   $ 3,764,289   $ (161,827 )  (4% )


• Depreciation decreased by $9,636 due to asset disposals in 2021, thus a lower asset value is being depreciated.




•  Postage shipping and freight increased by $45,282 due to higher sales.

• Marketing and advertising decreased by $92,414 due to lesser promotional efforts related to the pandemic.

• E Commerce Services, Commissions and Fees increased by $124,092 due to higher sales.

• Operating Lease Cost increased slightly by $4,076 or 3%.

• Personnel Costs decreased by $146,242 due to staff reduction during the first few months of the pandemic.




•  General and Administrative decreased by $86,985 mainly due cost reductions
during the pandemic. Large reductions in travel and general office expenses were
offset by increases in professional fees, investor relations and marketing.


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Other Income (Expense)




The following table shows our other income and expenses for the years ended
January 31, 2021 and 2020:


                                                                               Change
                                             2021           2020             $          %
Other Income (Expense)
Gain (Loss) on Sale of Property and
Equipment                                 $       464   $     16,295    $   (15,831 )   (97% )
Gain (Loss) on Derivatives                   (828,614 )     (180,552 )     (648,062 )   359%
Gain on Settlement of Debt                  5,060,704         67,623      4,993,081    7384%
Amortization of Debt Discount                (335,004 )     (800,159 )      465,155     (58% )
Interest Expense                             (568,541 )   (1,129,789 )      561,248     (50% )
Total Other Income (Expense)              $ 3,329,010   $ (2,026,582 )  $ 

5,355,592 264%

The results of the year ended January 31, 2021 resulted in other income of $ 3,329,010 vs other expense of 2,026,582 for the year ended January 31, 2020.


 There were debt settlements and exchanges which resulted in the increase in
gain on settlement of debt and lower interest expense. Fair value of derivatives
was largely affected by the increase in the market price of our common stock
during the current period as well as the significant reduction in convertible
debt.


We had net income of $1,187,176 for the year ended January 31, 2021, compared to
a net loss of $3,879,846 for the year ended January 31, 2020 due mainly to the
gain on debt settlement and other factors mentioned above.


Liquidity and Capital Resources

As of January 31, 2021, we had cash and cash equivalents of $277,664 of cash, $323,411 of inventory and total current liabilities of $5,059,138. We had negative working capital of $4,344,055 as of January 31, 2021.

Net cash (used in) operations for the year ended January 31, 2021 was $(859,821) compared to $(1,154,311) for the year ended January 31, 2020.

Net cash provided from investing activities for the year ended January 31, 2021 was $9,750 compared to $109,080 for the year ended January 31, 2020.




Cash provided by financing activities for the year ended January 31, 2021 was
$965,611 compared to $1,147,954 for the year ended January 31, 2020. In both
years the cash provided from financing activities was from the net proceeds of
notes payable and short term debt and in 2021 additionally the proceeds from the
issuance of common shares and PPP loan.


Subsequent to year end, through the date of filing of this Form 10-K, then company issued 993,750 common shares for proceeds of $1,987,500 as part of a Regulation A subscription.

We borrowed funds and/or sold stock for working capital. These transactions are detailed in the section "Recent Sales of Unregistered Securities".




Currently, we don't have sufficient cash reserves to meet its contractual
obligations and its ongoing monthly expenses, which we anticipate totaling
approximately $4,000,000 over the next 12 months.  Historically, revenues have
not been sufficient to cover operating costs that would permit us to continue as
a going concern. These conditions raise substantial doubt about our ability to
continue as a going concern. We have been able to continue operating to date
largely from loans made by its shareholders, other debt financings and sale of
common stock.  We are 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.  Until 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, we can provide no assurances that it will be
able to meet its short and long-term liquidity needs, until necessary financing
is secured.


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.


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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.


Critical Accounting Policies

Revenue Recognition




The Company recognizes revenue under ASC 606, "Revenue from Contracts with
Customers. The core principle of the revenue standard is that a company should
recognize revenue when control is transferred over the promised goods or
services to customers in an amount that reflects the consideration to which the
company expects to be entitled in exchange for those goods or services. The
Company only applies the five-step model to contracts when it is probable that
the Company will collect the consideration it is entitled to in exchange for the
goods and services transferred to the 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 one year or less, the 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 years ended January 31, 2021 and 2020:




                                                               Change
                                 2021          2020           $         %
Proprietary website revenue   $ 4,200,624   $ 3,246,351   $  954,273    29%
Third party website revenue     3,970,731     4,939,863     (969,132 ) (20% )
Total Revenue                 $ 8,171,355   $ 8,186,214   $  (14,859 )   0%



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.


Revenue is recorded net of provisions for discounts and promotion allowances,
which are typically agreed to upfront with the customer and do not represent
variable consideration. Discounts and promotional allowances vary the
consideration the Company is entitled to in exchange for the sale of products to
customers. The Company recognizes these discounts and promotional allowances in
the same period that the revenue is recognized for products sales to customers.
The amount of revenue recognized represents the amount that will not be subject
to a significant future reversal of revenue. The customer pays the Company by
credit card prior to delivery.


The Company offers a 30 day satisfaction guaranteed return policy however the
customer must pay for the return shipment. The return must be previously
authorized, cannot be either damaged or previously installed and must be in
saleable condition. In the Company's experience this amount is immaterial and
therefore no provision has been recorded on the Company's books. Any defective
merchandise falls under the manufacturer's limited warranty and is subject to
the manufacturer's inspection. The manufacturer has the option to repair or
replace the item.


All sales to customers are generally final. However, the Company accepts
returned product due to quality or issues relating to product description or
incorrect product orders and in such instances the Company would replace the
product or refund the customers funds The Company's customers generally pre-pay
for the products.


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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.


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.

As of January 31, 2021 and 2020, the Company's derivative liabilities were measured at fair value using Level 3 inputs. See Note 9.

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 January 31, 2021:




                                                 Quoted Prices in         Significant
                                                  Active Markets             Other             Significant
                                                  For Identical            Observable          Unobservable
                                                      Assets                 Inputs               Inputs
                         January 31, 2021           (Level 1)              (Level 2)            (Level 3)
Liabilities:
Derivative
Liabilities -
embedded redemption
feature                  $         213,741     $                  -    $                -     $      213,741
Totals                   $         213,741     $                  -    $                -     $      213,741



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. As of January 31, 2021, warrants to
purchase 0 common shares (583 shares before the reverse split of 2/25/2020
issued in July 2014 were not classified as derivative liability while the
remaining warrants outstanding were classified as derivative liability based on
the FIFO method.


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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, the sensitivity required to change the
liability by 1% as of January 31, 2020 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.

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