10-Q/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

(Amendment no.1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2019

OR

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period ___________ to ____________.

Commission File Number 333-152444

THE 4LESS GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	7389	90-1494749
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

4580 N Rancho Dr #130, Las Vegas, NV 89130

(Address of principal executive offices)

(662) 510-5866

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒   No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer  ☐      Accelerated Filer  ☐

Non-Accelerated Filer  ☒      Smaller Reporting Company  ☒      Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act):

Yes ☐   No ☒.

As of November 7, 2019, there were 324,345,734 shares of Common Stock of the issuer outstanding.

EXPLANATORY NOTE

The4Less Group, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the quarter ended July 31, 2019, which was originally filed on November 20, 2019 (the “Original Filing”) for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Other than the addition of Exhibit 101, no other changes have been made to the Original Filing.

This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing and does not modify or update in any way disclosures made in the Form 10-Q for the quarter ended July 31, 2019.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
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*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

1

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.

The 4Less Group, Inc.

By:	/s/ Timothy Armes
	Timothy Armes
	Chairman (Director), Chief Executive Officer, President, Secretary and Treasurer

Date: November 26, 2019

2

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Armes, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The 4Less Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 26, 2019

By:	/s/ Timothy Armes
Timothy Armes
Chief Executive Officer
(Principal Executive Officer and Principal Financial/Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Armes, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of The 4Less Group. Inc. on Form 10-Q for the period ended July 31, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of The 4Less Group, Inc.

By:	/s/ Timothy Armes
Timothy Armes
Chief Executive Officer
(Principal Executive Officer and Principal Financial/Accounting Officer)

November 26, 2019

XML

Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Current Assets
Cash and Cash Equivalents	$ 53,141	$ 59,401	[1]
Inventory	437,597	293,382	[1]
Prepaid Expenses	65,182	97,500	[1]
Other Current Assets		3,659	[1]
Total Current Assets	555,920	453,942	[1]
Operating Lease Assets	420,593	454,087	[1]
Property and Equipment, net of accumulated depreciation of $74,634 and $64,394	171,761	242,126	[1]
Total Assets	1,148,274	1,150,155	[1]
Current Liabilities
Accounts Payable	344,370	216,455	[1]
Accrued Expenses	1,341,574	1,045,255	[1]
Accrued Expenses - Related Party	170,750	180,000	[1]
Short-Term Debt	350,294	381,512	[1]
Current Operating Lease Liability	72,971	74,179	[1]
Short-Term Convertible Debt, net of debt discount of $851,391 and $309,021	1,811,278	1,900,160	[1]
Derivative Liabilities	2,210,541	2,041,260	[1]
Current Portion - Long-Term Debt	12,252	11,697	[1]
Total Current Liabilities	6,314,030	5,850,518	[1]
Non-Current Lease Liability	347,622	379,908	[1]
Long-Term Debt	37,741	44,684	[1]
Total Liabilities	6,699,393	6,275,110	[1]
Commitments and Contingencies			[1]
Series -D Preferred Stock, $0.001 par value, 870 shares authorized, 870 and 870 shares issued and outstanding			[1]
Stockholders' Deficit
Common Stock, $0.001 par value, 20,000,000,000 shares authorized, 17,925,734 and 604,301 shares issued and outstanding	17,926	604	[1]
Additional Paid In Capital	13,686,733	12,563,721	[1]
Accumulated Deficit	(19,255,805)	(17,689,307)	[1]
Total Stockholders' Deficit	(5,551,119)	(5,124,955)	[1]
Total Liabilities and Stockholders' Deficit	1,148,274	1,150,155	[1]
Preferred Series A
Stockholders' Deficit
Preferred Stock			[1]
Total Stockholders' Deficit
Preferred Series B
Stockholders' Deficit
Preferred Stock	20	20	[1]
Total Stockholders' Deficit	20	20
Preferred Series C
Stockholders' Deficit
Preferred Stock	7	7	[1]
Total Stockholders' Deficit	$ 7	$ 7

[1] Derived from audited information

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jul. 31, 2019		Jul. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ (1,566,498)		$ (238,003)
Adjustments to reconcile net loss to cash used by operating activities:
Depreciation	18,989		14,737
Change in Fair Value of Derivative Liabilities	(88,350)
Amortization of Debt Discount	473,050
Interest Expense Related to Derivative Liability in Excess of Face Value of Debt	84,940
Loan Penalties Capitalized to the Loan Included in Interest Expense	75,599
Loss on Sale of Property and Equipment	6,947		13,322
Accretion of Lease Liability	19,908
Gain on Settlement of Debt	(67,622)
Change in Operating Assets and Liabilities:
(Increase) in Prepaid Expenses			(9,742)
(Increase) in Inventory	(144,216)		(50,326)
Increase (Decrease) in Prepaids	32,318
Decrease in Other Current Assets	3,659
Increase (Decrease) in Accounts Payable	187,540		20,306
Increase (Decrease) in Accrued Expenses	431,627		(803)
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES	(532,109)		(250,509)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment			(63,232)
Proceeds from Disposal of Property and Equipment	55,650		30,602
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES	55,650		(32,630)
CASH FLOWS FROM FINANCING ACTIVITIES
Due to/from Officer	(9,250)
Paid In Capital by Officer / Shareholder			240,141
Proceeds on Short-Term Debt	741,500
Payments on Short-Term Debt	(828,913)		(64,273)
Payments on Long-Term Debt	(6,388)		(5,093)
Payments on Notes Payable
Payments on Notes Payable - Related Party
Proceeds from Short-Term Convertible Debt	573,250
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES	470,199		170,775
NET INCREASE (DECREASE) IN CASH	(6,260)		(112,364)
CASH AT BEGINNING OF PERIOD	59,401	[1]	384,157
CASH AT END OF PERIOD	53,141		271,793
Supplemental Disclosure of Cash Flows Information:
Cash Paid for Interest	26,609		1,495
Income Taxes
Convertible Notes and Interest Converted to Common Stock	616,013
Derivative debt discount	$ 706,975

[1] Derived from audited information

XML

Commitments and Contingencies (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019	[1]	Jul. 01, 2018
Commitments and Contingencies Disclosure [Abstract]
July 31, 2020				$ 106,804
July 31, 2021				106,804
July 31, 2022				106,804
July 31, 2023				106,804
July 31, 2024				30,004
After July 31, 2024				70,003
Total lease payments				520,823
Less: Interest				(100,230)
Present value of lease liabilities	$ 420,593	$ 454,087		$ 420,593

[1] Derived from audited information

XML

Short-Term and Long-Term Debt (Tables)

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

Schedule of debt

	July 31, 2019			January 31, 2019
Vehicle Note Payable - $49,494, dated April 19, 2017, 7.24% interest, 72 payments of $851 starting May 29, 2017 and ending April 2023 (2)	$	32,829		$	38,690
Working Capital Note Payable - $175,000, dated March 16, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $17,769 per quarter until paid, fees of $2,696 repaid in full on May 9. 2019		—			—
Working Capital Note Payable-$ 200,000 dated May 12, 2019 , repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,341 per quarter, repaid in full on July 11, 2019, fees of $3,418		—			—
Working Capital Note Payable-$ 200,000 dated July 19, 2019 , repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,334 per quarter until paid by October 24, 2019, fees of $3,343 effective interest rate of 7% (4)		184,065	*		—
Working Capital Note Payable - $175,000, dated January 15, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter until paid		—			153,057
Amazon working capital note, original loan of $94,000 Sept 6, 2018, 9.22% interest, monthly payments of $16,091 paid in full March 5, 2019		—			31,814
SFS Funding Loan, original loan of $298,400 October 5, 2018, 24% interest, weekly payments of $7581, maturing October 9, 2019 (3)		44,114	*		194,642
Forklift Note Payable, original note of $20,432.59 Sept 26,2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023 (1)		17,164			19,690
Loan dated July 31, 2019 , $61,200 including $1,200 fee due and paid August 6, 2019		61,200	*		__
Demand loan -$122,000 dated August 19, 2019 25% interest, 5% fee on outstanding balance		46,000	*		—
Demand loan-$2,500, dated March 8, 2019, 25% interest, 5% fee on outstanding balance		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	*		—
Total	$	400,287		$	437,893

__________

* Short -term notes of $ 350,294

⁽¹⁾ Secured by equipment having a net book value of $18.243

⁽²⁾ Secured by equipment having a net book value of $61,744

⁽³⁾ The Company has pledged a security interest on all accounts receivable and banks accounts of the Company.  Obligation under personal guaranty by controlling shareholder of the Company.

⁽⁴⁾ The Company has pledged a security interest on all accounts receivable and banks accounts of the Company.

Schedule of future minimum payments

Year Ended	Amount
July 31, 2020	$	12,252
July 31, 2021		13,440
July 31, 2022		13,440
July 31, 2023		10,443
July 31, 2024		418
Total	$	49,993

XML

Commitments and Contingencies (Tables)

6 Months Ended

Jul. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of minimum lease obligations

Maturity of Lease Liabilities	Operating Leases
July 31, 2020	$	106,804
July 31, 2021		106,804
July 31, 2022		106,804
July 31, 2023		106,804
July 31, 2024		30,004
After July 31, 2024		70,003
Total lease payments		520,823
Less: Interest		(100,230	)
Present value of lease liabilities	$	420,593

XML

Leases (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019		Jul. 01, 2018
Assets
Operating Lease Assets	$ 420,593	$ 454,087	[1]	$ 420,593
Current
Current Operating Lease Liability	72,971	74,179	[1]
Noncurrent
Noncurrent Operating Lease Liabilities	347,622	379,908	[1]
Total lease liabilities	$ 420,593	$ 454,087

[1] Derived from audited information

XML

Stockholders' Deficit (Details Textual) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019
Stockholders' Deficit (Textual)
Common stock, par value	$ 0.001		$ 0.001
Common stock, shares issued	17,925,734		604,301
Common stock, shares outstanding	17,925,734		604,301
Common stock, shares authorized	20,000,000,000		20,000,000,000
Option and warrant expense	$ 0	$ 0
Conversion of notes payable	464,582
Accrued Interest to common tock	$ 151,431
Conversion of common stock	17,318,439
Conversion fees	$ 5,500
Series A Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized	330,000		330,000
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Series B Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized	20,000		20,000
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares issued	20,000		20,000
Preferred stock, shares outstanding	20,000		20,000
Preferred stock voting rights, description	The Series B Preferred Stock have voting rights equal to 51% of the total voting rights at any time.
Series C Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized	6,750		6,750
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares issued	6,750		6,750
Preferred stock, shares outstanding	6,750		6,750
Conversion price			$ 2.63
Series D Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized	870		870
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares issued	870		870
Preferred stock, shares outstanding	870		870
Optional redemption per share	$ 1,000

XML

Derivative Liabilities (Details)	6 Months Ended
	Jul. 31, 2019 USD ($)
Balance, July 31, 2019	$ 547,954
Level 3 Derivatives [Member]
Balance, January 31, 2019	2,041,260
Changes due to Issuance of New Convertible Notes	805,585
Reduction of derivative due to extinguishment	(28,833)
Changes due to Conversion of Notes Payable	(519,121)
Mark to Market Change in Derivatives	(88,350)
Balance, July 31, 2019	$ 2,210,541

XML

Short-Term and Long-Term Debt (Details 1)	Jul. 31, 2019 USD ($)
Debt Disclosure [Abstract]
July 31, 2020	$ 12,252
July 31, 2021	13,440
July 31, 2022	13,440
July 31, 2023	10,443
July 31, 2024	418
Total	$ 49,993

XML

Derivative Liabilities

6 Months Ended

Jul. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITIES

NOTE 6 – DERIVATIVE LIABILITIES

As of July 31, 2019 and January 31, 2019, the Company had derivative liabilities of $2,210,541 and $2,041,260, respectively. During the three months ended July 31, 2019 and 2018, the Company recorded a gain of $998.792 and $0, from the change in the fair value of derivative liabilities, respectively During the six months ended July 31, 2019 and 2018, the Company recorded a gain of $88,350 and $0, from the change in the fair value of derivative liabilities, respectively. Any liabilities resulting from the warrants outstanding are immaterial.

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

The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices which are linked to the trading and/or bid prices of the Company's common stock as traded on the OTC market. 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.

The fair value of the derivative liability is determined using the 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 July 31, 2019, stock price range from $0.01-$1.00 volatility ranged from 338.3% to 525.3%, the term ranged from 0.22 to 3.00 years, and the risk free interest rate was from 0.64% to 2.55%.

	Level 3
	Derivatives
Balance, January 31, 2019	$	2,041,260
Changes due to Issuance of New Convertible Notes		805,585
Reduction of derivative due to extinguishment		(28,833	)
Changes due to Conversion of Notes Payable		(519,121	)
Mark to Market Change in Derivatives		(88,350	)
Balance, July 31, 2019	$	2,210,541

XML

Subsequent Events

6 Months Ended

Jul. 31, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist other then the following:

Conversion of notes

Subsequent to the balance sheet date through to November 7, 2019 , 306,420,000 shares were issued for the conversion of $188,802 principal, and $61,364 of interest totaling $250,166 of convertible notes that had a conversion price at 50% of the lowest market price during the period the Company fails to make all periodic filings with the SEC.

Issuance of convertible notes

On August 19, 2019 the Company issued a demand loan for $122,000. The note bears interest at 25% per annum, has a 5 % fee, and is secured by the general assets of the Company.

On August 29, 2019, the Company issued a convertible note with principal of $45,000 and net proceeds of $40,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.

On September 16, 2019, the Company issued a convertible note with principal of $34,000 and net proceeds of $30,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.

On September 29, 2019, the Company issued a convertible note with principal of $34,000 and net proceeds of $30,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.

On October 14, 2019, the Company entered into a loan agreement for $67,200 including $7,200 in fees and net proceeds of $60,000. The loan has average monthly payments of $ 11,200 over the 6 month term

On October 24, 2019, the Company issued a convertible note with principal of $122,000 and net proceeds of $114,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.

On October 25, 2019 the Company entered into a working capital loan for  $200,000, repayment of 10% of all eBay sales daily until paid in full, minimum payments of $20,417 per quarter until paid with  fees of $ 4,173.

XML

Short-Term Convertible Debt (Details Textual) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019
Short-Term Debt (Textual)
Accrued interest payable	$ 583,155		$ 463,839
Converted Debt	1,811,278		$ 1,900,160
Accrued interest	$ 151,431
Common shares	17,318,439
Convertible debt, description	The Company entered into new convertible notes totaling $732,074 with one year maturities, interest rates ranging from 8%-15%, the Company received $573,250 in cash proceeds, recorded original issue discounts of $41,675 and loan and interest of $117,149 was transferred from existing notes of the same lender.
Short term convertible debt, description	The lower of: (a) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day of issuance of this herein Note or (b) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day upon which a Notice of Conversion of the Note, is received by the
Debt Instruments fees	$ 5,500
Debt loan penalties	252,795
Debt interest expense	75,599
Amortization of debt discount	177,196
Amortization expense	473,050	$ 0
Derivative liability	$ 547,954
Aggregate debt		$ 525,037
Short term debt, description	(i) If the Company fails to maintain its status as "DTC Eligible" for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder's and Company's expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). These above contingencies have not occurred. (ii) In the event the Company experiences a DTC " Chill" on its shares, the conversion price shall be decreased to 40% instead of 50% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%.

XML

Short-Term and Long-Term Debt (Details) - USD ($)		Jul. 31, 2019		Jan. 31, 2019
Total		$ 400,287		$ 437,893
Vehicle Note Payable [Member]
Debt	[1]	32,829		38,690
Working Capital Note Payable [Member]
Debt
Working Capital Note Payable One [Member]
Debt
Working Capital Note Payable Two [Member]
Debt	[3]	184,065	[2]
Working Capital Note Payable Three [Member]
Debt				153,057
Amazon working capital note [Member]
Debt				31,814
SFS Funding Loan [Member]
Debt	[4]	44,114	[2]	194,642
Forklift Note Payable [Member]
Debt	[5]	17,164		19,690
Loan [Member]
Debt		61,200	[2]
Demand loan [Member]
Debt		46,000	[2]
Demand loan one [Member]
Debt		2,500	[2]
Demand loan two [Member]
Debt		$ 12,415	[2]

[1] Secured by equipment having a net book value of $61,744

[2] Short -term notes of $ 350,294

[3] The Company has pledged a security interest on all accounts receivable and banks accounts of the Company.

[4] The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. Obligation under personal guaranty by controlling shareholder of the Company.

[5] Secured by equipment having a net book value of $18.243

XML

Stockholders' Deficit (Details 1)	6 Months Ended
	Jul. 31, 2019 $ / shares shares
Options [Member]
Number of outstanding
Beginning balance | shares
Granted | shares
Exercised | shares
Forfeited and canceled | shares
Ending balance | shares
Weighted Average Exercise Price
Beginning balance | $ / shares
Granted | $ / shares
Exercised | $ / shares
Forfeited and canceled | $ / shares
Ending balance | $ / shares
Warrants [Member]
Number of outstanding
Beginning balance | shares	6,250
Granted | shares
Exercised | shares
Forfeited and canceled | shares
Ending balance | shares	6,250
Weighted Average Exercise Price
Beginning balance | $ / shares	$ 56.38
Granted | $ / shares
Exercised | $ / shares
Forfeited and canceled | $ / shares
Ending balance | $ / shares	$ 56.38

XML

Stockholders' Deficit

6 Months Ended

Jul. 31, 2019

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 7 – 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 July 31, 2019, and January 31, 2019 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 July 31, 2019 and January 31, 2019, respectively, there were 20,000 and 20,000 Series B preferred shares outstanding. The Series B Preferred Stock have voting rights equal to 51% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares, they are not entitled to dividends, and the Company does not have the right of redemption. Currently, there are 20,000 Series B preferred shares authorized and issued of the Series B Preferred Stock with a par-value of $0.001 per share.

At both July 31, 2019 and January 31, 2019, there were 6,750 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. Currently, there are 6,750 Series C preferred shares authorized and 6,750 shares issued with a par-value of $0.001 per share.

At both July 31, 2019 and January 31, 2019, there were 870 Series D preferred shares authorized and outstanding, respectively which with a par value $.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 below:

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 rateably 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.

Common Stock:

The Company is authorized to issue 20,000,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At July 31, 2019 and January 31, 2019, there were 17,925,734 and 604,301 shares outstanding, respectively. No dividends were paid in either the six months ended July 31, 2019 or 2018.

The Company issued the following shares of common stock in the six months ended July 31  2019:

Conversion of $464,582 Notes Payable and $151,431 Interest and $5,500 in Fees to 17,318,439 shares of Common Stock.

Options and Warrants:

The Company recorded option and warrant expense of $0 and $0 for the six months ended July 31, 2019 and 2018, respectively.

The Company issued no options or warrants in the three months ended July 31, 2019.

The Company had the following options and warrants outstanding at July 31, 2019:

Issued To	# Warrants	Dated	Expire	Strike Price	Expired	Exercised
Lender	583	07/02/2015	07/01/2019	$600.00 per share	N	N
Lender	5,667	01/08/2018	01/08/2021	$0.45 per share	N	N

	Options	Weighted Average Exercise Price		Warrants	Weighted Average Exercise Price
Outstanding at January 31, 2019	—	$	—	6,250	$	56.38
Granted	—		—	—
Exercised	—		—	—
Forfeited and canceled	—		—	—
Outstanding at April 30, 2019	—	$	—	6,250	$	56.38

XML

Nature of Business and Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

Business

Business:

The 4LESS Group, Inc, was incorporated under the laws of the State of Nevada on December 5, 2007.

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 Vegas Suspension & Offroad, LLC on October 24, 2013 as a 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 an e-commerce auto and truck parts sales company. As a result of the share exchange, the Company is now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks.

Significant Accounting Policies

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 financial statements.

Basis of Presentation

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 condensed 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 except for the recapitalization transaction described in Note 1 above. 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, 2019 and notes thereto contained in the Company's Annual Report on Form 10-K filed on August 21, 2019.

Principles of Consolidation

Principles of Consolidation:

The financial statements include the accounts of The 4LESS Group, Inc. as well as The 4LESS Corp. 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

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. Some significant estimates include the valuation of derivative liabilities, the imputed rate for leases, returns and allowances, and inventory.

Cash and Cash Equivalents

Cash and Cash Equivalents:

The 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

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.

Lease

Leases

We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of February 1, 2019, using the full retrospective approach. The full retrospective approach provides a method for recording existing leases at adoption and in comparative periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.

In addition, 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.

Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $454,087 and $454,087 respectively, as of February 1, 2019. The standard did not materially impact our consolidated net earnings, retained earnings and had no impact on cash flows.

Income Taxes

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 carry-forward and valuation allowance.

On November 29, 2018, the Company completed a merger with The 4Less Corp., in which the Company issued shares to acquire the outstanding shares of The 4Less Corp., which resulted in a more than 50% change in control of the Company.  While the Company has not yet performed the required analysis, the Company is of the belief that the requirements governing its net operating loss carryforwards under section 382 of the Internal Revenue Code of the United States have been met.  The result of this is that going forward, the Company expects that it will be limited, which will not be known until its completion of the required analysis, in its utilization in any given year of those net operating loss carryforwards prior to their expiration.

Fair Value of Financial Instruments

Fair Value of Financial Instruments:

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

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

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

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

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table sets forth, by level within the fair value hierarchy, the Company's financial liabilities that were accounted for at fair value on a recurring basis as of April 30, 2019:

	July 31, 2019		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	$	2,210,541	$	—	$	—	$	2,210,541
Totals	$	2,210,541	$	—	$	—	$	2,210,541

Related Party Transactions

Related Party Transactions:

The Company has a 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 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.

Derivative Liability

Derivative Liability

The derivative liabilities are valued as a level 3 input for valuing financial instruments. The derivatives arise from convertible debt where the debt 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 July 31, 2019, warrants to purchase 583 common shares 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.

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, expected stock price volatility, the expected term, and the risk-free interest rate.

Revenue Recognition

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 transfered 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.

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.

Stock-Based Compensation

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.

Loss per Common Share

Loss Per Common Share:

The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.

The Company had 5,667 warrants and 6,750 shares of Series C Preferred Stock outstanding at July 31, 2019 which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the three months ended April 30, 2019, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive. Excluded from this calculation are convertible notes of $2,662,669 and $2,209,180 at July 31, 2019 and January 31, 2019, respectively, since the impact would be antidilutive thus not included. The warrants and Series C Preferred Stock could be converted into 47,150,347 common shares as of July 31, 2019 and could convert into 853,034.947 common shares at November 7, 2019.

Recently Issued Accounting Standards

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 Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019.

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 have been eliminated. The adoption of this guidance is not expected to have a material impact on 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 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.

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.

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Net of accumulated depreciation	$ 74,634	$ 64,394
Net of debt discount	$ 851,391	$ 309,021
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	20,000,000,000	20,000,000,000
Common Stock, shares issued	17,925,734	604,301
Common Stock, shares outstanding	17,925,734	604,301
Preferred Series A
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	330,000	330,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Preferred Series B
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	20,000	20,000
Preferred Stock, shares issued	20,000	20,000
Preferred Stock, shares outstanding	20,000	20,000
Preferred Series C
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	6,750	6,750
Preferred Stock, shares issued	6,750	6,750
Preferred Stock, shares outstanding	6,750	6,750
Preferred Series D
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	870	870
Preferred Stock, shares issued	870	870
Preferred Stock, shares outstanding	870	870

XML

Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019
Related Party Transactions (Textual)
Accrued expenses related party	$ 170,750	$ 180,000
Prepaid rent	$ 97,500	$ 52,500
Related party, description	In April 2018, the Company's landlord entered into an agreement with controlling shareholder of the Company, which was amended in November 2019, such that the Company obtained a rent abatement of approximately $150,000 over a 20 month period of the terms of the two leases.

XML

Nature of Business and Significant Accounting Policies

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business:

The 4LESS Group, Inc, was incorporated under the laws of the State of Nevada on December 5, 2007.

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 Vegas Suspension & Offroad, LLC on October 24, 2013 as a 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 an e-commerce auto and truck parts sales company. As a result of the share exchange, the Company is now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks.

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 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 condensed 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 except for the recapitalization transaction described in Note 1 above. 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, 2019 and notes thereto contained in the Company's Annual Report on Form 10-K filed on August 21, 2019.

Principles of Consolidation:

The financial statements include the accounts of The 4LESS Group, Inc. as well as The 4LESS Corp. 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. Some significant estimates include the valuation of derivative liabilities, the imputed rate for leases, returns and allowances, and inventory.

Cash and Cash Equivalents:

The 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.

Leases

We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of February 1, 2019, using the full retrospective approach. The full retrospective approach provides a method for recording existing leases at adoption and in comparative periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.

In addition, 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.

Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $454,087 and $454,087 respectively, as of February 1, 2019. The standard did not materially impact our consolidated net earnings, retained earnings and had no impact on cash flows.

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 carry-forward and valuation allowance.

On November 29, 2018, the Company completed a merger with The 4Less Corp., in which the Company issued shares to acquire the outstanding shares of The 4Less Corp., which resulted in a more than 50% change in control of the Company.  While the Company has not yet performed the required analysis, the Company is of the belief that the requirements governing its net operating loss carryforwards under section 382 of the Internal Revenue Code of the United States have been met.  The result of this is that going forward, the Company expects that it will be limited, which will not be known until its completion of the required analysis, in its utilization in any given year of those net operating loss carryforwards prior to their expiration.

Fair Value of Financial Instruments:

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

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

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

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

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table sets forth, by level within the fair value hierarchy, the Company's financial liabilities that were accounted for at fair value on a recurring basis as of April 30, 2019:

	July 31, 2019		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	$	2,210,541	$	—	$	—	$	2,210,541
Totals	$	2,210,541	$	—	$	—	$	2,210,541

Related Party Transactions:

The Company has a 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 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.

Derivative Liability

The derivative liabilities are valued as a level 3 input for valuing financial instruments. The derivatives arise from convertible debt where the debt 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 July 31, 2019, warrants to purchase 583 common shares 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.

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, expected stock price volatility, the expected term, and the risk-free interest rate.

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 transfered 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.

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.

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.

Loss Per Common Share:

The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.

The Company had 5,667 warrants and 6,750 shares of Series C Preferred Stock outstanding at July 31, 2019 which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the three months ended April 30, 2019, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive. Excluded from this calculation are convertible notes of $2,662,669 and $2,209,180 at July 31, 2019 and January 31, 2019, respectively, since the impact would be antidilutive thus not included. The warrants and Series C Preferred Stock could be converted into 47,150,347 common shares as of July 31, 2019 and could convert into 853,034.947 common shares at November 7, 2019.

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 Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019.

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 have been eliminated. The adoption of this guidance is not expected to have a material impact on 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 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.

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.

XML

Leases (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2018	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Leases (Textuals)
Operating lease cost		$ 26,701	$ 13,901	$ 53,402	$ 21,402
Annual rent	$ 15,480
Renewal lease term		17 years		17 years
Leases, description	A three year term commencing September 1, 2019 to August 31, 2022 and a one year renewal option.			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.
Incremental borrowing rate				8.00%

XML

Short-Term Convertiable Debt (Tables)

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

Schedule of short term convertible debt

	Interest	Default Interest	Conversion	Outstanding Principal at
Maturity Date	Rate	Rate	Price	July 31, 2019			January 31, 2019
Nov 4, 2013*	12%	12%	$0.075	$	100,000		$	100,000
Jan 31, 2014*	12%	18%	$0.10		16,000			16,000
Apr 24, 2020	12%	24%	$0.10		69,730			69,730
July 31, 2013*	12%	12%	$0.06		5,000			5,000
Jan 31, 2014*	12%	12%	$0.10		30,000			30,000
Dec 24, 2015*	8%	24%	(1)		5,000			5,000
Sep 10, 2017	8%	24%	(2)		—			37,958
Sep 10, 2017*	8%	24%	(2)		2,375			2,375
Sep 10, 2017	8%	24%	(2)		—			16,600
Sep 10, 2017	8%	24%	(2)		—			38,677
Dec 4, 2017*	8%	24%	(2)		22,388			25,000
Feb 3, 2017*	8%	24%	(5)		25,000			25,000
Mar 3, 2017*	8%	24%	(5)		300			30,000
Mar 3, 2017*	8%	24%	(5)		20,100			30,000
Mar 24, 2017	8%	24%	(6)		—			10,950
Apr 24, 2020	12%	24%	(6)		715,201			738,896
July 8, 2015*	8%	24%	(1)		5,500			5,500
Apr 24, 2020	8%	24%	(1)		4,500			4,500
Apr 24, 2020	8%	24%	(1)		23,297			23,297
Apr 24, 2020	8%	24%	(1)		7,703			7,703
Apr 24, 2020	8%	24%	(1)		26,500			26,500
July 19, 2016*	8%	24%	(1)		5,000			5,000
March 24, 2017*	8%	24%	(6)		4,100			25,000
Dec 27, 2018	15%	24%	(4)		—			56,925
Dec 27, 2018	15%	24%	(4)		—			1,202
Jan 5, 2019*	15%	24%	(4)		4,444			18,325
Feb 20, 2019*	10%	10%	(7)		343,047			274,438
Mar 23, 2019	15%	24%	(3)		—			12,355
Jun 6, 2019*	12%	18%	(8)		43,577			123,750
Oct 24, 2019	8%	24%	(5)		47,250			47,250
Nov 14, 2019	8%	24%	(5)		78,750			78,750
Dec 14, 2019	8%	24%	(5)		130,000			130,000
Dec 28, 2019	12%	18%	(3)		133,333			125,000
Jan 9, 2020	8%	24%	(5)		62,500			62,500
March 1, 2020	10%	15%	(9)		61,425			—
March 14, 2020(i)	15%	24%	(11)		55,000			—
April 3, 2020(ii)	8%	24%	(2)		172,149			—
April 12, 2020(ii)	10%	24%	(10)		75,000			—
May 13, 2020(i)	15%	24%	(11)		55,000			—
May 14, 2020(ii)	8%	24%	(2)		52,500			—
May 24, 2020(i)	15%	24%	(11)		40,000			—
June 11, 2020(i)	15%	24%	(11)		85,000			—
June 26, 2020(i)	15%	24%	(11)		76,000			—
July 11, 2020(i)	15%	24%	(11)		60,000			—
Sub-total					2,662,669			2,209,181
Debt Discount					(851,391	)		(309,021	)
				$	1,811,278		$	1,900,160

__________

(1)	52% of the lowest trading price for the fifteen trading days prior to conversion day.
(2)	50% of the lowest trading price for the fifteen trading days prior to conversion day.
(3)	50% of the lowest trading price for the twenty trading days prior to conversion day.

(4)	50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075.
(5)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001.
(6)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005.
(7)	60% of the lowest trading price for the fifteen trading days prior to conversion day.
(8)	52% of the lowest trading price for the twenty trading days prior to conversion day.
(9)	55% of the lowest trading price for the twenty trading days prior to conversion day.
(10)	50% of the lowest trading price for the twenty-five trading days prior to conversion day.
(11)	50% of the lowest bid price for the twenty-five trading days prior to conversion day.
*	In default

(i) If the Company fails to maintain its status as "DTC Eligible" for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder's and Company's expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). These above contingencies have not occurred.

(ii) In the event the Company experiences a DTC " Chill" on its shares, the conversion price shall be decreased to 40% instead of 50% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%.

XML

Nature of Business and Significant Accounting Policies (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature	$ 2,210,541
Totals	2,210,541	$ 2,041,260	[1]
Quoted Prices in Active Markets For Identical Assets (Level 1) [Member]
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature
Totals
Significant Other Observable Inputs (Level 2) [Member]
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature
Totals
Significant Unobservable Inputs (Level 3) [Member]
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature	2,210,541	$ 2,041,260
Totals	$ 2,210,541

[1] Derived from audited information

XML

Short-Term Convertible Debt

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

SHORT-TERM CONVERTIBLE DEBT

NOTE 5 – SHORT-TERM CONVERTIBLE DEBT

The components of the Company's short term convertible debt ⁽ⁱⁱⁱ⁾ as of July 31, 2019 and January 31, 2019 were as follows:

	Interest	Default Interest	Conversion	Outstanding Principal at
Maturity Date	Rate	Rate	Price	July 31, 2019			January 31, 2019
Nov 4, 2013*	12%	12%	$0.075	$	100,000		$	100,000
Jan 31, 2014*	12%	18%	$0.10		16,000			16,000
Apr 24, 2020	12%	24%	$0.10		69,730			69,730
July 31, 2013*	12%	12%	$0.06		5,000			5,000
Jan 31, 2014*	12%	12%	$0.10		30,000			30,000
Dec 24, 2015*	8%	24%	(1)		5,000			5,000
Sep 10, 2017	8%	24%	(2)		—			37,958
Sep 10, 2017*	8%	24%	(2)		2,375			2,375
Sep 10, 2017	8%	24%	(2)		—			16,600
Sep 10, 2017	8%	24%	(2)		—			38,677
Dec 4, 2017*	8%	24%	(2)		22,388			25,000
Feb 3, 2017*	8%	24%	(5)		25,000			25,000
Mar 3, 2017*	8%	24%	(5)		300			30,000
Mar 3, 2017*	8%	24%	(5)		20,100			30,000
Mar 24, 2017	8%	24%	(6)		—			10,950
Apr 24, 2020	12%	24%	(6)		715,201			738,896
July 8, 2015*	8%	24%	(1)		5,500			5,500
Apr 24, 2020	8%	24%	(1)		4,500			4,500
Apr 24, 2020	8%	24%	(1)		23,297			23,297
Apr 24, 2020	8%	24%	(1)		7,703			7,703
Apr 24, 2020	8%	24%	(1)		26,500			26,500
July 19, 2016*	8%	24%	(1)		5,000			5,000
March 24, 2017*	8%	24%	(6)		4,100			25,000
Dec 27, 2018	15%	24%	(4)		—			56,925
Dec 27, 2018	15%	24%	(4)		—			1,202
Jan 5, 2019*	15%	24%	(4)		4,444			18,325
Feb 20, 2019*	10%	10%	(7)		343,047			274,438
Mar 23, 2019	15%	24%	(3)		—			12,355
Jun 6, 2019*	12%	18%	(8)		43,577			123,750
Oct 24, 2019	8%	24%	(5)		47,250			47,250
Nov 14, 2019	8%	24%	(5)		78,750			78,750
Dec 14, 2019	8%	24%	(5)		130,000			130,000
Dec 28, 2019	12%	18%	(3)		133,333			125,000
Jan 9, 2020	8%	24%	(5)		62,500			62,500
March 1, 2020	10%	15%	(9)		61,425			—
March 14, 2020(i)	15%	24%	(11)		55,000			—
April 3, 2020(ii)	8%	24%	(2)		172,149			—
April 12, 2020(ii)	10%	24%	(10)		75,000			—
May 13, 2020(i)	15%	24%	(11)		55,000			—
May 14, 2020(ii)	8%	24%	(2)		52,500			—
May 24, 2020(i)	15%	24%	(11)		40,000			—
June 11, 2020(i)	15%	24%	(11)		85,000			—
June 26, 2020(i)	15%	24%	(11)		76,000			—
July 11, 2020(i)	15%	24%	(11)		60,000			—
Sub-total					2,662,669			2,209,181
Debt Discount					(851,391	)		(309,021	)
				$	1,811,278		$	1,900,160

__________

(1)	52% of the lowest trading price for the fifteen trading days prior to conversion day.
(2)	50% of the lowest trading price for the fifteen trading days prior to conversion day.
(3)	50% of the lowest trading price for the twenty trading days prior to conversion day.

(4)	50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075.
(5)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001.
(6)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005.
(7)	60% of the lowest trading price for the fifteen trading days prior to conversion day.
(8)	52% of the lowest trading price for the twenty trading days prior to conversion day.
(9)	55% of the lowest trading price for the twenty trading days prior to conversion day.
(10)	50% of the lowest trading price for the twenty-five trading days prior to conversion day.
(11)	50% of the lowest bid price for the twenty-five trading days prior to conversion day.
*	In default

(i) If the Company fails to maintain its status as "DTC Eligible" for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder's and Company's expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). These above contingencies have not occurred.

(ii) In the event the Company experiences a DTC " Chill" on its shares, the conversion price shall be decreased to 40% instead of 50% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%.

(iii) The share purchase agreements ancillary to the convertible note agrements do not allow the lender to engage in short sales.

The Company had accrued interest payable of $583,155 and $463,839 on the notes at July 31, 2019 and January 31, 2019, respectively.

The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that some instruments should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The 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 six months ended July 31, 2019 and 2018, the Company recorded amortization expense of $473,050 and $0, respectively. See more information in Note 6.

During the six months ended July 31, 2019 the Company entered into new convertible notes totaling $732,074 with one year maturities, interest rates ranging from 8%-15%, the Company received $573,250 in cash proceeds, recorded original issue discounts of $41,675 and loan and interest of $117,149 was transferred from existing notes of the same lender.

During the six months ended July 31, 2019, the Company converted a total of $464,582 of the convertible notes, $151,431 accrued interest and $5,500 in fees into 17,318,439 common shares and the Company released the associated derivative liability of $547,954 referred to in Note 6. Also, $252,795 in loan penalties were added to various note balances with $75,599 recorded as interest expense and $177,196 recorded as part of the amortization of debt discount.

As of July 31, 2018, the Company had $525,037 of aggregate debt in default. The agreements provide legal remedies for satisfaction of defaults, none of 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.

Each note is convertible with a conversion price for each share equal to the lower of: (a) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day of issuance of this herein Note or (b) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day upon which a Notice of Conversion of the Note, is received by the Company

XML

Commitments and Contingencies

6 Months Ended

Jul. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

On June 1, 2015, the Company entered into a 36-month lease agreement for its 2,590 sf office facility with a minimum base rent of $2,720 per month. The Company paid base rent and their share of maintenance expense of $43,200 and $43,200 related to this lease for the periods ended January 31, 2019 and 2018, respectively. The lease is currently on a month to month basis since the lease has not been renewed and the Company records the payments as rent expense. This lease was with a shareholder – See Note 8 – Related Party Transactions.

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 – See Note 8 – Related Party Transactions.

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.

Maturity of Lease Liabilities	Operating Leases
July 31, 2020	$	106,804
July 31, 2021		106,804
July 31, 2022		106,804
July 31, 2023		106,804
July 31, 2024		30,004
After July 31, 2024		70,003
Total lease payments		520,823
Less: Interest		(100,230	)
Present value of lease liabilities	$	420,593

The Company had total rent expense and operating lease cost of $40,927and $26,531 for the three months ended July 31, 2019 and 2018 respectively.

The Company had total rent expense and operating lease cost of $80,586 and $46,912 for the six months ended July 31, 2019 and 2018 respectively.

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 initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned.

XML

Leases (Tables)

6 Months Ended

Jul. 31, 2019

Leases [Abstract]

Tabular disclosure of components operating lease assets and liabilities.

Leases	Classification	July 31, 2019		January 31, 2019
Assets
Operating	Operating Lease Assets	$	420,593	$	454,087
Liabilities
Current
Operating	Current Operating Lease Liability	$	72,971	$	74,179
Noncurrent
Operating	Noncurrent Operating Lease Liabilities		347,622		379,908
Total lease liabilities		$	420,593	$	454,087

XML

Derivative Liabilities (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019
Derivative Liabilities (Textual)
Derivative liabilities	$ 2,210,541		$ 2,210,541		$ 2,041,260
Gain loss fair value of derivative liabilities	$ 999	$ 0	$ 88,350	$ 0
Stock price range, upper limit			$ 1.00
Stock price range, lower limit			$ 0.01
Minimum [Member]
Derivative Liabilities (Textual)
Expected stock price volatility			338.30%
Expected term			2 months 19 days
Risk-free interest rate			0.64%
Maximum [Member]
Derivative Liabilities (Textual)
Expected stock price volatility			525.30%
Expected term			3 years
Risk-free interest rate			2.55%

XML

Short-Term and Long-Term Debt (Details Textual) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019	[1]
Notes Payable (Textual)
Accrued interest payable	$ 20,640
Short-term notes	350,294	$ 381,512
Forklift Note Payable [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 20,432
Maturity date	Sep. 26, 2018
Note payable percentage	6.23%
Maturity date, description	60 monthly payments of $394.54 ending August 2023
Secured equipment net book value	$ 18,243
Vehicle Note Payable [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 49,494
Maturity date	Apr. 19, 2017
Note payable percentage	7.24%
Maturity date, description	72 payments of $851 starting May 29, 2017 and ending April 2023
Secured equipment net book value	$ 61,744
Working Capital Note Payable [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 175,000
Maturity date	Mar. 16, 2019
Note payable percentage	10.00%
Maturity date, description	All eBay sales until paid in full, minimum payments of $17,769 per quarter until paid, fees of $2,696 repaid in full on May 9. 2019
Working Capital Note Payable One [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 200,000
Maturity date	May 12, 2019
Note payable percentage	10.00%
Maturity date, description	All eBay sales proceeds until paid in full, minimum payment of $20,341 per quarter, repaid in full on July 11, 2019, fees of $3,418
Working Capital Note Payable Two [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 200,000
Maturity date	Jul. 19, 2019
Note payable percentage	10.00%
Maturity date, description	All eBay sales proceeds until paid in full, minimum payment of $20,334 per quarter until paid by October 24, 2019, fees of $3,343 effective interest rate of 7%
Working Capital Note Payable Three [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 175,000
Maturity date	Jan. 15, 2019
Note payable percentage	10.00%
Maturity date, description	All eBay sales until paid in full, minimum payments of $12,695 per quarter until paid
Amazon working capital note [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 94,000
Maturity date	Sep. 06, 2018
Note payable percentage	9.22%
Maturity date, description	Monthly payments of $16,091 paid in full March 5, 2019
SFS Funding Loan [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 298,400
Maturity date	Oct. 05, 2018
Note payable percentage	24.00%
Maturity date, description	Weekly payments of $7581, maturing October 9, 2019
Loan [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 61,200
Maturity date	Aug. 06, 2019
Note payable percentage	25.00%
Maturity date, description	Dated July 31, 2019 , $61,200 including $1,200 fee due and paid August 6, 2019
Demand loan [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 122,000
Maturity date	Aug. 19, 2019
Note payable percentage	25.00%
Maturity date, description	5% fee on outstanding balance
Demand loan one [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 2,500
Maturity date	Mar. 08, 2019
Note payable percentage	25.00%
Maturity date, description	5% fee on outstanding balance
Demand loan two [Member]
Notes Payable (Textual)
Notes payable principal amount	$ 65,500
Maturity date	Feb. 27, 2019
Note payable percentage	25.00%
Maturity date, description	5% fee on outstanding balance, Secured by the general assets of the Company

[1] Derived from audited information

XML

Document and Entity Information - shares	6 Months Ended
	Jul. 31, 2019	Nov. 07, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	4Less Group, Inc.
Entity Central Index Key	0001438901
Amendment Flag	true
Amendment Description	The4Less Group, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment No. 1") to its Quarterly Report on Form 10-Q for the quarter ended July 31, 2019, which was originally filed on November 20, 2019 (the "Original Filing") for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).   Other than the addition of Exhibit 101, no other changes have been made to the Original Filing.   This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing and does not modify or update in any way disclosures made in the Form 10-Q for the quarter ended July 31, 2019.
Current Fiscal Year End Date	--01-31
Document Type	10-Q/A
Document Period End Date	Jul. 31, 2019
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity File Number	333-152444
Entity Small Business	true
Entity Common Stock, Shares Outstanding		324,345,734

XML

Commitments and Contingencies (Details Textual) - USD ($)			1 Months Ended	6 Months Ended		12 Months Ended
	Jul. 01, 2018	Jun. 01, 2015	Aug. 30, 2016	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019	Jan. 31, 2018
Commitments and Contingencies (Textual)
Operating leases, rent expense				$ 80,586	$ 46,912
Rent expense				$ 40,927	$ 26,531
Litigation description				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 initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned.
Warehouse Facility One [Member]
Commitments and Contingencies (Textual)
Operating leases, rent expense		$ 2,720
Lease maintenance expense						$ 43,200	$ 43,200
Operating lease description		The Company entered into a 36-month lease agreement for its 2,590 sf office facility with a minimum base rent of $2,720 per month.
Warehouse Facility Two [Member]
Commitments and Contingencies (Textual)
Operating leases, rent expense			$ 2,132
Operating lease description			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.
Warehouse Facility Three [Member]
Commitments and Contingencies (Textual)
Operating leases, rent expense	$ 6,400
Operating lease description	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.

XML

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Series A	Preferred Series B	Preferred Series C	Common Stock	Paid in Capital	Retained Earnings	Total
Balance at Jan. 31, 2018		$ 19	$ 7		$ 219,305	$ (335,902)	$ (120,571)
Balance, shares at Jan. 31, 2018		19,000	6,750
Paid in Capital by Shareholder					240,141		240,141
Net (Loss)						(238,003)	(238,003)
Balance at Jul. 31, 2018		$ 19	$ 7		455,446	(573,905)	(118,143)
Balance, shares at Jul. 31, 2018		19,000	6,750
Balance at Jan. 31, 2019		$ 20	$ 7	$ 604	12,563,721	(17,689,307)	(5,124,955)	[1]
Balance, shares at Jan. 31, 2019		20,000	6,750	604,301
Conversion of Notes Payable and Accrued Interest to Common Stock				$ 17,319	1,123,316		1,140,634
Conversion of Notes Payable and Accrued Interest to Common Stock, shares				17,318,439
Common Stock Adjustment for 6000:1 Reverse Split				$ 3	(304)		(301)
Common Stock Adjustment for 6000:1 Reverse Split, shares				2,994
Net (Loss)						(1,566,498)	(1,566,498)
Balance at Jul. 31, 2019		$ 20	$ 7	$ 17,926	$ 13,686,733	$ (19,255,805)	$ (5,551,119)
Balance, shares at Jul. 31, 2019		20,000	6,750	17,925,734

[1] Derived from audited information

XML

Leases

6 Months Ended

Jul. 31, 2019

Leases [Abstract]

Leases

NOTE 3 – 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 July 31, 2019 and January 31, 2019.

Leases	Classification	July 31, 2019		January 31, 2019
Assets
Operating	Operating Lease Assets	$	420,593	$	454,087
Liabilities
Current
Operating	Current Operating Lease Liability	$	72,971	$	74,179
Noncurrent
Operating	Noncurrent Operating Lease Liabilities		347,622		379,908
Total lease liabilities		$	420,593	$	454,087

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 ion general and administrative expenses as incurred.

Operating lease cost was $26,701 and 13,901 for both the three months ended July 31, 2019 and July 31,2018, respectively and $53,402 and $21,402 for both the six months ended July 31, 2019 and July 31,2018, respectively.

In September 2019 the Company entered into an operating lease for premises with an annual rent of $15,480, a three year term commencing September 1, 2019 to August 31, 2022 and a one year renewal option.

XML

Stockholders' Deficit (Tables)

6 Months Ended

Jul. 31, 2019

Equity [Abstract]

Schedule of issued options and warrants outstanding

Issued To	# Warrants	Dated	Expire	Strike Price	Expired	Exercised
Lender	583	07/02/2015	07/01/2019	$600.00 per share	N	N
Lender	5,667	01/08/2018	01/08/2021	$0.45 per share	N	N

Schedule of options and warrants outstanding

	Options	Weighted Average Exercise Price		Warrants	Weighted Average Exercise Price
Outstanding at January 31, 2019	—	$	—	6,250	$	56.38
Granted	—		—	—
Exercised	—		—	—
Forfeited and canceled	—		—	—
Outstanding at April 30, 2019	—	$	—	6,250	$	56.38

XML

Going Concern and Financial Position (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019	[1]	Jul. 31, 2018	Jan. 31, 2018
Going Concern and Financial Position (Textual)
Accumulated deficit	$ (19,255,805)	$ (17,689,307)
Working capital deficit	5,758,110
Cash and cash equivalents	$ 53,141	$ 59,401		$ 271,793	$ 384,157

[1] Derived from audited information

XML

Going Concern and Financial Position

6 Months Ended

Jul. 31, 2019

Going Concern and Financial Position [Abstract]

GOING CONCERN AND FINANCIAL POSITION

NOTE 2 – GOING CONCERN AND FINANCIAL POSITION

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through July 31, 2019 of $19,255,805 and has a working capital deficit at July 31, 2019 of $5,758,110. As of July 31, 2019, the Company only had cash and cash equivalents of $53,141 and had short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date that the financial statements were issued.

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 the Company to continue as a going concern. However, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern historically and 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 under favorable terms. The Company plans to grow revenues through the funding provided by investors through the issuance of debt and equity as well as strategic leveraging of its online brands. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended		6 Months Ended
		Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Income Statement [Abstract]
Revenue		$ 2,059,700	$ 2,052,419	$ 4,327,925	$ 4,441,842
Cost of Revenue		1,557,617	1,473,662	3,150,080	3,182,221
Gross Profit		502,083	578,757	1,177,845	1,259,621
Operating Expenses:
Depreciation		8,749	8,266	18,989	14,737
Postage, Shipping and Freight		119,753	98,699	231,985	211,291
Marketing and Advertising		74,766	48,241	121,379	81,897
E Commerce Services, Commissions and Fees		189,422	233,629	388,941	500,340
Operating lease cost		26,701	13,901	53,402	21,402
Personnel Costs		302,116	258,004	650,669	496,765
General and Administrative		240,373	81,460	494,531	156,375
Total Operating Expenses		961,880	742,200	1,959,896	1,482,807
Net Operating Loss		(459,797)	(163,443)	(782,051)	(223,186)
Other Income (Expense)
Loss on Sale of Property and Equipment		(6,947)		(6,947)	(13,322)
Gain (Loss) on Derivatives		998,792		88,350
Gain on Settlement of Debt				67,622
Amortization of Debt Discount		(170,684)		(473,050)
Interest Expense		(114,785)	(744)	(460,422)	(1,495)
Total Other Income (Expense)		706,376	(744)	(784,447)	(14,817)
Net Income (Loss)		$ 246,579	$ (164,187)	$ (1,566,498)	$ (238,003)
Basic and Diluted Weighted Average Shares Outstanding;	[1]	6,623,270	421,739	3,881,402	421,739
Basic and Diluted Income (Loss) per Share		$ 0.04	$ (0.39)	$ (0.4)	$ (0.56)

[1] The weighted average number of common shares outstanding at July 31, 2018 was computed by multiplying the number of the Company's common shares outstanding as of July 31, 2018 by 2.63 based on the terms listed for the Company's Series C Convertible Preferred Stock

XML

Subsequent Events (Details) - USD ($)			1 Months Ended
	Nov. 07, 2019	Oct. 14, 2019	Oct. 25, 2019	Oct. 24, 2019	Sep. 29, 2019	Sep. 16, 2019	Aug. 29, 2019	Aug. 19, 2019	Jul. 31, 2019	Jan. 31, 2019
Subsequent Events (Textual)
Convertible note amount									$ 1,811,278	$ 1,900,160
Subsequent Events [Member]
Subsequent Events (Textual)
Conversion of stock issuance shares	306,420,000
Conversion of stock amount	$ 188,802
Interest of convertible notes amount	$ 61,364
Conversion price percentage	50.00%
Convertible note amount	$ 250,166		$ 20,417
Fees		$ 7,200	4,173
Bears interest at per annum				15.00%	15.00%	15.00%	15.00%	25.00%
Debt of principal amount				$ 122,000	$ 34,000	$ 34,000	$ 45,000
Net proceeds of amount		60,000		$ 114,000	$ 30,000	$ 30,000	$ 40,000
Debt issuance date				12 months	12 months	12 months	12 months
Debt converted, description				The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.	The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.	The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.	The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion.
Demand loan								$ 122,000
Fees, percentage								5.00%
Loan agreement amount		$ 67,200
Loan agreement, description		The loan has average monthly payments of $ 11,200 over the 6 month term.
Working capital loan			$ 200,000
Repayment of sale percentage			10.00%

XML

Derivative Liabilities (Tables)

6 Months Ended

Jul. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of changes in fair value of the derivative liability

	Level 3
	Derivatives
Balance, January 31, 2019	$	2,041,260
Changes due to Issuance of New Convertible Notes		805,585
Reduction of derivative due to extinguishment		(28,833	)
Changes due to Conversion of Notes Payable		(519,121	)
Mark to Market Change in Derivatives		(88,350	)
Balance, July 31, 2019	$	2,210,541

XML

Nature of Business and Significant Accounting Policies (Details Textual) - USD ($)	1 Months Ended		6 Months Ended
	Nov. 29, 2018	Dec. 22, 2017	Jul. 31, 2019	Oct. 16, 2019	Jan. 31, 2019		Jul. 01, 2018
Nature of Business and Significant Accounting Policies (Textual)
Date of incorporation			Dec. 05, 2007
Business acquisition transaction of equity securities, description	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.
Convertible notes			$ 1,811,278		$ 1,900,160
Net lease assets and lease liabilities			420,593		454,087	[1]	$ 420,593
Convertible Debt [Member]
Nature of Business and Significant Accounting Policies (Textual)
Convertible notes			$ 2,566,807		$ 2,209,180
Series C Preferred Stock [Member]
Nature of Business and Significant Accounting Policies (Textual)
Preferred stock shares outstanding			6,750		6,750
Warrant [Member]
Nature of Business and Significant Accounting Policies (Textual)
Warrants to purchase common shares			583
Warrant [Member] | Series C Preferred Stock [Member]
Nature of Business and Significant Accounting Policies (Textual)
Warrants to purchase common shares			5,667
Convertion of shares into preferred stock and warrants			47,150,347	853,034
Maximum [Member]
Nature of Business and Significant Accounting Policies (Textual)
Federal statutory tax rate		35.00%
Minimum [Member]
Nature of Business and Significant Accounting Policies (Textual)
Federal statutory tax rate		21.00%

[1] Derived from audited information

XML

Nature of Business and Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

Schedule of fair value on a recurring basis

	July 31, 2019		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	$	2,210,541	$	—	$	—	$	2,210,541
Totals	$	2,210,541	$	—	$	—	$	2,210,541

XML

Short-Term and Long-Term Debt

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

SHORT-TERM AND LONG-TERM DEBT

NOTE 4 – SHORT-TERM AND LONG-TERM DEBT

The components of the Company's debt as of July 31, 2019 and January 31 ,2019 were as follows:

	July 31, 2019			January 31, 2019
Vehicle Note Payable - $49,494, dated April 19, 2017, 7.24% interest, 72 payments of $851 starting May 29, 2017 and ending April 2023 (2)	$	32,829		$	38,690
Working Capital Note Payable - $175,000, dated March 16, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $17,769 per quarter until paid, fees of $2,696 repaid in full on May 9. 2019		—			—
Working Capital Note Payable-$ 200,000 dated May 12, 2019 , repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,341 per quarter, repaid in full on July 11, 2019, fees of $3,418		—			—
Working Capital Note Payable-$ 200,000 dated July 19, 2019 , repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,334 per quarter until paid by October 24, 2019, fees of $3,343 effective interest rate of 7% (4)		184,065	*		—
Working Capital Note Payable - $175,000, dated January 15, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter until paid		—			153,057
Amazon working capital note, original loan of $94,000 Sept 6, 2018, 9.22% interest, monthly payments of $16,091 paid in full March 5, 2019		—			31,814
SFS Funding Loan, original loan of $298,400 October 5, 2018, 24% interest, weekly payments of $7581, maturing October 9, 2019 (3)		44,114	*		194,642
Forklift Note Payable, original note of $20,432.59 Sept 26,2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023 (1)		17,164			19,690
Loan dated July 31, 2019 , $61,200 including $1,200 fee due and paid August 6, 2019		61,200	*		__
Demand loan -$122,000 dated August 19, 2019 25% interest, 5% fee on outstanding balance		46,000	*		—
Demand loan-$2,500, dated March 8, 2019, 25% interest, 5% fee on outstanding balance		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	*		—
Total	$	400,287		$	437,893

__________

* Short -term notes of $ 350,294

⁽¹⁾ Secured by equipment having a net book value of $18.243

⁽²⁾ Secured by equipment having a net book value of $61,744

⁽³⁾ The Company has pledged a security interest on all accounts receivable and banks accounts of the Company.  Obligation under personal guaranty by controlling shareholder of the Company.

⁽⁴⁾ The Company has pledged a security interest on all accounts receivable and banks accounts of the Company.

The Company had accrued interest payable of $20,640 and $0 interest on the notes at July 31, 2019 and January 31, 2019, respectively.

The following are the minimum amounts due on the long-term notes:

Year Ended	Amount
July 31, 2020	$	12,252
July 31, 2021		13,440
July 31, 2022		13,440
July 31, 2023		10,443
July 31, 2024		418
Total	$	49,993

XML

Related Party Transactions

6 Months Ended

Jul. 31, 2019

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

As of July 31, 2019 and January 31, 2019, the Company had $170,750 and $ 180,000, respectively, of accrued expenses- related party.

In April 2018, the Company's landlord entered into an agreement with controlling shareholder of the Company, which was amended in November 2019, such that the Company obtained a rent abatement of approximately $150,000 over a 20 month period of the terms of the two leases. As of July 31, 2019 and January 31, 2019, the balance of prepaid rent totaled $52,500 and $97,500, respectively.

XML

Stockholders' Deficit (Details)	6 Months Ended
	Jul. 31, 2019 $ / shares shares
Lender One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued To	Lender
# Warrants | shares	583
Dated	Jul. 02, 2015
Expire	Jul. 01, 2019
Strike Price | $ / shares	$ 600.00
Expired	N
Exercised	N
Lender Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued To	Lender
# Warrants | shares	5,667
Dated	Jan. 08, 2018
Expire	Jan. 08, 2021
Strike Price | $ / shares	$ 0.45
Expired	N
Exercised	N

XML

Short-Term Convertiable Debt (Details) - USD ($)		6 Months Ended
		Jul. 31, 2019		Jan. 31, 2019
Outstanding principal		$ 1,811,278		$ 1,900,160	[1]
Debt Discount		(851,391)		(309,021)
Total		$ 1,811,278		1,900,160
Nov 4, 2013 [Member]
Maturity date	[2]	Nov. 04, 2013
Interest rate	[2]	12.00%
Default interest rate	[2]	12.00%
Conversion price	[2]	$ 0.075
Outstanding principal	[2]	$ 100,000		100,000
Jan 31, 2014 [Member]
Maturity date	[2]	Jan. 31, 2014
Interest rate	[2]	12.00%
Default interest rate	[2]	18.00%
Conversion price	[2]	$ 0.10
Outstanding principal	[2]	$ 16,000		16,000
Apr 24, 2020 [Member]
Maturity date	[2]	Apr. 24, 2020
Interest rate	[2]	12.00%
Default interest rate	[2]	24.00%
Conversion price	[2]	$ 0.10
Outstanding principal		$ 69,730	[2]	69,730
July 31, 2013 [Member]
Maturity date	[2]	Jul. 31, 2013
Interest rate	[2]	12.00%
Default interest rate	[2]	12.00%
Conversion price	[2]	$ 0.06
Outstanding principal	[2]	$ 5,000		5,000
Jan 31, 2014 [Member]
Maturity date	[2]	Jan. 31, 2014
Interest rate	[2]	12.00%
Default interest rate	[2]	12.00%
Conversion price	[2]	$ 0.10
Outstanding principal	[2]	$ 30,000		30,000
Dec 24, 2015 [Member]
Maturity date	[2]	Dec. 24, 2015
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[3]
Outstanding principal	[2]	$ 5,000		5,000
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[4]
Outstanding principal				37,958
Sep 10, 2017 [Member]
Maturity date	[2]	Sep. 10, 2017
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[4]
Outstanding principal	[2]	$ 2,375		2,375
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[4]
Outstanding principal				16,600
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[4]
Outstanding principal				38,677
Dec 4, 2017 [Member]
Maturity date	[2]	Dec. 04, 2017
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[4]
Outstanding principal	[2]	$ 22,388		25,000
Feb 3, 2017 [Member]
Maturity date	[2]	Feb. 03, 2017
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[5]
Outstanding principal	[2]	$ 25,000		25,000
Mar 3, 2017 [Member]
Maturity date	[2]	Mar. 03, 2017
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[5]
Outstanding principal	[2]	$ 300		30,000
Mar 3, 2017 [Member]
Maturity date	[2]	Mar. 03, 2017
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[5]
Outstanding principal	[2]	$ 20,100		30,000
Mar 24, 2017 [Member]
Maturity date		Mar. 24, 2017
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[6]
Outstanding principal				10,950
Apr 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		12.00%
Default interest rate		24.00%
Conversion price	[6]
Outstanding principal		$ 715,201		738,896
July 8, 2015 [Member]
Maturity date	[2]	Jul. 08, 2015
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[3]
Outstanding principal	[2]	$ 5,500		5,500
Apr 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[3]
Outstanding principal		$ 4,500		4,500
Apr 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[3]
Outstanding principal		$ 23,297		23,297
Apr 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[3]
Outstanding principal		$ 7,703		7,703
Apr 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[3]
Outstanding principal		$ 26,500		26,500
July 19, 2016 [Member]
Maturity date	[2]	Jul. 19, 2016
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[3]
Outstanding principal	[2]	$ 5,000		5,000
March 24, 2017 [Member]
Maturity date	[2]	Feb. 03, 2017
Interest rate	[2]	8.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[6]
Outstanding principal	[2]	$ 4,100		25,000
Dec 27, 2018 [Member]
Maturity date		Dec. 27, 2018
Interest rate		15.00%
Default interest rate		24.00%
Conversion price	[7]
Outstanding principal				56,925
Dec 27, 2018 [Member]
Maturity date		Dec. 27, 2018
Interest rate		15.00%
Default interest rate		24.00%
Conversion price	[7]
Outstanding principal				1,202
Jan 5, 2019 [Member]
Maturity date	[2]	Jan. 05, 2019
Interest rate	[2]	15.00%
Default interest rate	[2]	24.00%
Conversion price	[2],[7]
Outstanding principal	[2]	$ 4,444		18,325
Feb 20, 2019 [Member]
Maturity date	[2]	Feb. 20, 2019
Interest rate	[2]	10.00%
Default interest rate	[2]	10.00%
Conversion price	[2],[8]
Outstanding principal	[2]	$ 343,047		274,438
Mar 23, 2019 [Member]
Maturity date		Mar. 23, 2019
Interest rate		15.00%
Default interest rate		24.00%
Conversion price	[9]
Outstanding principal				12,355
Jun 6, 2019 [Member]
Maturity date	[2]	Jun. 06, 2019
Interest rate	[2]	12.00%
Default interest rate	[2]	18.00%
Conversion price	[2],[10]
Outstanding principal	[2]	$ 43,577		123,750
Oct 24, 2019 [Member]
Maturity date		Oct. 24, 2019
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[5]
Outstanding principal		$ 47,250		47,250
Nov 14, 2019 [Member]
Maturity date		Nov. 14, 2019
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[5]
Outstanding principal		$ 78,750		78,750
Dec 14, 2019 [Member]
Maturity date		Dec. 14, 2019
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[5]
Outstanding principal		$ 130,000		130,000
Dec 28, 2019 [Member]
Maturity date		Dec. 28, 2019
Interest rate		12.00%
Default interest rate		18.00%
Conversion price	[9]
Outstanding principal		$ 133,333		125,000
Jan 9, 2020 [Member]
Maturity date		Jan. 09, 2020
Interest rate		8.00%
Default interest rate		24.00%
Conversion price	[5]
Outstanding principal		$ 62,500		62,500
March 1, 2020 [Member]
Maturity date		Mar. 01, 2020
Interest rate		10.00%
Default interest rate		15.00%
Conversion price	[11]
Outstanding principal		$ 61,425
March 14, 2020 [Member]
Maturity date		Mar. 14, 2020
Interest rate		15.00%
Default interest rate		24.00%
Conversion price	[12]
Outstanding principal		$ 55,000			[13]
April 3, 2020 [Member]
Maturity date	[14]	Apr. 03, 2020
Interest rate	[14]	8.00%
Default interest rate	[14]	24.00%
Conversion price	[4],[14]
Outstanding principal	[14]	$ 172,149
April 12,2020 [Member]
Maturity date	[14]	Apr. 12, 2020
Interest rate	[14]	10.00%
Default interest rate	[14]	24.00%
Conversion price	[12],[14]
Outstanding principal	[14]	$ 75,000
May 24, 2020 [Member]
Maturity date	[13]	May 24, 2020
Interest rate	[13]	15.00%
Default interest rate	[13]	24.00%
Conversion price	[13],[15]
Outstanding principal	[13]	$ 40,000
May 13, 2020 [Member]
Maturity date	[13]	May 13, 2020
Interest rate	[13]	15.00%
Default interest rate	[13]	24.00%
Conversion price	[13],[15]
Outstanding principal	[13]	$ 55,000
May 14, 2020 [Member]
Maturity date	[14]	May 14, 2020
Interest rate	[14]	8.00%
Default interest rate	[14]	24.00%
Conversion price	[4],[14]
Outstanding principal	[14]	$ 52,500
June 11, 2020 [Member]
Maturity date	[13]	Jun. 11, 2020
Interest rate	[13]	15.00%
Default interest rate	[13]	24.00%
Conversion price	[13],[15]
Outstanding principal	[13]	$ 85,000
June 26, 2020 [Member]
Maturity date	[13]	Jun. 26, 2020
Interest rate	[13]	15.00%
Default interest rate	[13]	24.00%
Conversion price	[13],[15]
Outstanding principal	[13]	$ 76,000
July 11, 2020 [Member]
Maturity date	[13]	Jul. 11, 2020
Interest rate	[13]	15.00%
Default interest rate	[13]	24.00%
Conversion price	[13],[15]
Outstanding principal	[13]	$ 60,000

[1] Derived from audited information

[2] In default

[3] 52% of the lowest trading price for the fifteen trading days prior to conversion day.

[4] 50% of the lowest trading price for the fifteen trading days prior to conversion day.

[5] 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001.

[6] 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005.

[7] 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075.

[8] 60% of the lowest trading price for the fifteen trading days prior to conversion day.

[9] 50% of the lowest trading price for the twenty trading days prior to conversion day.

[10] 52% of the lowest trading price for the twenty trading days prior to conversion day.

[11] 55% of the lowest trading price for the twenty trading days prior to conversion day.

[12] 50% of the lowest trading price for the twenty-five trading days prior to conversion day.

[13] If the Company fails to maintain its status as "DTC Eligible" for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder's and Company's expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). These above contingencies have not occurred.

[14] In the event the Company experiences a DTC " Chill" on its shares, the conversion price shall be decreased to 40% instead of 50% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%.

[15] 50% of the lowest bid price for the twenty-five trading days prior to conversion day.