Overview





We were established to provide sophisticated fulfillment services to medical and
retail stores, and cultivation facilities in the regulated cannabis industry
throughout the United States and its territories. Such fulfillment services
would only be provided to stores and facilities located in geographical areas
where the governing state and local ordinances allow for the unfettered
provisions of such services.

The fulfillment services that we currently are able to provide are summarized, as follows:

? Opportunity Assessment: For a standard fee, we will complete an Opportunity

Assessment for a client, which would include financial modeling, completed with

our proprietary assessment software.

? Application Filing Assistance: Based upon our knowledge of the various rules

and regulations of respective state and local jurisdictions, we will provide

turn-key application preparation and submission services for a client, and/or

provide consulting assistance to a client who is self-preparing their


   application.

? Branding, Marketing and Administrative Consulting Services: Customers may

contract with us to use the Strainwise name, logo and affinity images in their

retail store locations. A monthly fee will permit a branding customer to use

the Strainwise brand at a specific location. In addition, we will assist

operators in marketing and managing their businesses, setting up new retail

locations and general business planning and execution at an hourly rate. This

includes services to establish an efficient, predictable production process, as

well as, nutrient recipes for consistent and appealing marijuana strains.

? Accounting and Financial Services: For a monthly fee, we will provide customers

with a fully implemented general ledger system, with an industry centric chart

of accounts, which enables management to readily monitor and manage all facets

of a marijuana medical dispensary and cultivation facility. We will provide

bookkeeping, accounts payable processing, cash management, general ledger

processing, financial statement preparation, state and municipal sales tax

filings, and state and federal income tax compilation and filings.

? Compliance Services: The rules, regulations and state laws governing the

production, distribution and retail sale of marijuana can be complex, and

compliance may prove cumbersome. Thus, customers may contract with us to

implement a compliance process, based upon the number and type of licenses and

permits for their specific business. We will provide this service on both an

hourly rate and stipulated monthly fee.

? Lending: We will provide loans to individuals and businesses in the cannabis


   industry.

We do NOT grow marijuana plants, produce marijuana infused products, sell marijuana plants and/or sell marijuana infused products of any nature in any jurisdiction were such activity has not been legalized.





Historical Overview

Since the change in our business operations in 2017, we have secured debt and equity funding for operations from various sources, including the following:





Equity Funding



On February 4, 2019, the Company initiated a private equity offering to
accredited investors (the "Offering") in accordance with Regulation D under the
Securities Act of 1933 ("Securities Act"). The Offering consisted of 2,000,000
units with each unit consisting of one share of the Company's Common Stock and a
warrant to purchase an additional share of common for $2.00 at any time prior to
January 31, 2022. During the nine months ended October 31, 2019 80,000 units
were sold at a price per unit of $1.00, for offering proceeds of $80,000. The
company allocated proceeds at the estimated fair value of the common shares and
warrants for value of $41,353 and $38,647, respectively.



                                       17

Power Up Convertible Debt Funding


In February 2019 we secured funding through a Securities Purchase Agreement with
Power Up Lending Group Ltd. ("Power Up") pursuant to which Power Up purchased a
convertible promissory note (the "First Tranche Note") in the face amount of
$103,000. The First Tranche Note matures on February 13, 2020, and bears
interest at 12% per annum, increasing to 22% after maturity. Power Up may
convert all or a portion of the outstanding principal of the First Tranche Note
into shares of our common stock beginning on the date which is 180 days from the
date of the First Tranche Note, at a price equal to 61% of the lowest trading
price during the 20 trading day period ending on the last complete trading date
prior to the date of conversion; provided, however, that Power Up may not
convert the Note to the extent that such conversion would result in beneficial
ownership by Power Up and its affiliates of more than 4.99% of our outstanding
common stock. During the first months of the First Tranche Note we can prepay
the note at premiums ranging from 110% to 135%. The First Tranche Note cannot be
prepaid after the 180th day following the date thereof. We are required to
reserve for issuance upon conversion of the First Tranche Note, six times the
number of shares that would be issuable upon full conversion thereof, assuming
the 4.99% limitation were not in effect.  In connection with the First Tranche
Note, we have caused our transfer agent to reserve initially 880,969 shares of
Common Stock. We received a net amount of $100,000, with $2,500 paid for Power
Up's legal counsel and $500 for Power Up's due diligence fee.



On March 18, 2019, we entered into a second funding arrangement with Power Up
under terms identical to the first transaction.  The second note (the "Second
Tranche Note") is in the face amount of $53,000 and matures on March 18, 2020.
In connection with the Second Tranche Note, we caused our transfer agent to
reserve initially 613,307 shares of Common Stock. We received a net amount of
$50,000, with $3,000 paid for Power Up's legal and due diligence expenses.

Crown Bridge Partners Convertible Debt Funding


On May 1, 2019 we received funding from Crown Bridge Partners, LLC ("Crown
Bridge") under a Securities Purchase Agreement dated April 18, 2019 (the
"SPA").  Under the terms of the SPA, we received a total of $95,000, after an
original issue discount of $5,000, and issued a convertible promissory note
dated April 18, 2019, in the principal amount of $100,000 (the "Note").  In
addition, we reimbursed Crown Bridge $2,000 for its legal fees.  We also issued
warrants to purchase 60,606 shares of our common stock (the "Warrant")
associated with this transaction. The Warrant may be exercised at any time
through the second anniversary date of the Note. The exercise price per share of
common stock under the Warrant is $1.65 per share, subject to adjustment,
including cashless exercise.  The Warrant also contains a most favored nations
provision.



The maturity date of the Note is 12 months from April 18, 2019. The Note bears
interest at 12% per annum at its face amount, with a default rate of 15% per
annum (or the maximum amount permitted by law). If we prepay the Note through
the 180th day following the date thereof, we must pay all of the principal and
interest with a prepayment penalty ranging from 135% to 150%. After the
180th day we have no further right of prepayment.



Crown Bridge may, at any time, convert all or any part of the outstanding
principal of the Note into shares of our common stock at a price per share equal
to 60% (representing a 40% discount rate) of the lowest trading price of the
common stock during the 20 trading day period ending on the last complete
trading day prior to the date of conversion. If the conversion price is equal to
or lower than $0.35 per share, an additional 15% discount will be applied
(resulting in a 55% discount rate, assuming no other adjustments); if we are
unable to deliver converted shares via DWAC, an additional 10% discount will be
applied (resulting in a discount rate of 50%, assuming no other adjustments); if
we fail to comply with our reporting requirements under the Exchange Act, an
additional 15% discount will be applied (resulting in a discount rate of 55%,
assuming no other adjustments); and if we fail to maintain our status as "DTC
Eligible" or if at any time the conversion price is lower than $0.10, an
additional 10% discount will be applied (resulting in a discount of 65%,
assuming no other adjustments except for the 15% discount due to the conversion
price below $0.35).  Crown Bridge may not convert the Note to the extent that
such conversion would result in beneficial ownership by Crown Bridge and its
affiliates of more than 4.99% of our issued and outstanding common stock.  We
have also granted piggy-back registration rights for the shares issuable upon
conversion of the Note.

Tangiers Global LLC Convertible Debt Funding





On June 20, 2019 we entered into a 10% Fixed Convertible Promissory Note with
Tangiers Global, LLC in the aggregate principal amount of up to $550,000. The
initial principal amount of the Tangiers Note is $165,000, for which Tangiers
paid a purchase price of $150,000 on June 24, 2019, representing approximately a
10% original issue discount, due six months from the effective date of each
payment by Tangiers. Upon Company request, subject to certain conditions,
Tangiers will pay up to an additional $400,000 consideration, subject to a 10%
original issue discount, and in such event, the maturity date for the additional
payment would be six months from the effective date of such payment. The sum
that we must repay to Tangiers would be prorated based on the consideration
actually paid by Tangiers, such that we are only required to repay the amount
funded (plus the original issue discount, interest and other fees, as
applicable), and we are not required to repay any unfunded portion of the
Tangiers Note.



                                       18






The Tangiers Note is convertible at the option of Tangiers at a conversion price
of $0.65 per share, subject to adjustment in the event of a forward split, stock
dividend, or the like, but not adjusted in the event of a reverse split,
recombination, or the like. If a prepayment is made within 90 days, we must pay
an amount equal to 110% of the principal amount so paid; from 91 to 120 days, we
must pay an amount equal to 120% of the principal amount so paid; and from 121
to 180 days, we must pay an amount equal to 130% of the principal amount so
paid. Upon the occurrence of an event of default, as such term is defined under
the Tangiers Note, at the holder's election, the Note will be immediately due
and payable in cash at an amount equal to the principal amount due, plus an
additional amount equal to 30% of the principal amount.  In addition, five days
following acceleration of the repayment of the Note, interest will accrue at the
rate of 20% per annum or the maximum legal rate.  We have also caused their
transfer agent to reserve not less than 7,500,000 shares of our common stock for
issuance upon conversion.



In the event the Note is not repaid on or before the maturity date, the holder
may convert in whole or in part the outstanding principal amount of the Note
into shares of our common stock at a conversion price equal to the lower of
initial conversion price of $0.65 per share or 60% of the lowest trading price
of our common stock during the 15 consecutive trading days prior conversion.



For a period of 45 days following the initial funding under the Note, we have
agreed not to enter into any convertible debt financing transaction with another
party.  Further, we have granted a right of first refusal to Tangiers in
connection future financings by us so long as the Note is outstanding.

With respect to the above loan transaction with Tangiers, we issued Tangiers a stock purchase warrant allowing for the purchase of 1,100,000 shares of our common stock at $1.25 per share on a cashless basis for a period of five years.


In addition to the loan transaction with Tangiers, we have entered into an
Investment Agreement with Tangiers whereby Tangiers has agreed to purchase
shares of our common stock up to an aggregate of $10,000,000 under certain terms
and conditions.  The purchase price for the shares is 80% of the lowest trading
price of the stock during the five consecutive trading days prior to receipt by
Tangiers of the notice from us requiring purchase by them.  The maximum number
of shares we can require Tangies to purchase is restricted to 200% of the
average daily trading volume during 10 consecutive trading days, provided the
amount is at least $5,000 and does not exceed $500,000.

FirstFire Global Opportunities Fund Convertible Debt Funding





On June 21, 2019 we received funds from FirstFire Global Opportunities Fund.
Under the terms of the SPA we received a total of $135,000, after an original
issue discount of $15,000, and issued a convertible promissory note, in the
principal amount of $150,000.  We also issued to FirstFire immediately
exercisable five-year warrants to purchase 150,000 shares of our common stock at
$1.00, subject to adjustment in the event we issue shares at less than the
current exercise price.  The Warrant also contains a cashless exercise provision
and a most favored nations provision.



The maturity date of the Note is nine months from June 18, 2019. The Note bears
interest at 10% per annum at its face amount, with a default rate of 15% per
annum (or the maximum amount permitted by law). If we prepay the Note through
the 90th day following the date thereof, we must pay an amount equal to 125% of
the principal amount of the Note and any accrued but unpaid interest thereon,
plus any default interest.  If we prepay the Note from the 91st day through the
180th day following the date thereof, we must pay an amount equal to 135% of the
principal amount of the Note and any accrued but unpaid interest thereon, plus
any default interest. After the 180th day we has no further right of prepayment.



FirstFire may, at any time, convert all or any part of the outstanding principal
and interest, including default interest, of the Note into shares of our common
stock at the lower of $0.75 per share or a price per share equal to 55%
(representing a 45% discount rate) of the lowest trading price of the common
stock during the 20 trading day period prior to the date of conversion.
FirstFire may not convert the Note to the extent that such conversion would
result in beneficial ownership by FirstFire and its affiliates of more than
4.99% of our issued and outstanding common stock, or up to 9.99% at the option
of FirstFire.  We have agreed to reserve for issuance the greater of 25,000,000
shares or the number of shares equal to 3.5 times the number of shares issuable
upon conversion of the Note.



                                       19





The debt evidenced by the Note ranks senior to any other debt incurred as of or
following the date of the Note.  So long as any obligations under the Note
remain outstanding, we cannot incur or guarantee any indebtedness that is senior
to or pari passu with the debt evidenced by the Note, and cannot, without prior
consent, pay or declare any dividends or other distributions to shareholders.



For a period of 18 months, FirstFire has a right of first refusal to purchase up
to $150,000 of equity, debt, or equity equivalent securities offered by us
during the 18-month period.  We are required to provide FirstFire 10 business
days' notice of a proposed transaction, which, if accepted, is required to be
completed by FirstFire within 10 business days following the notice period.

The

terms of the acceptance by FirstFire must not be more favorable to FirstFire or less favorable to the Company than those set forth in the offer notice.

So long as the Note is outstanding, we cannot enter into any variable rate transaction whereby we issue any securities convertible into shares of its common stock at a price based on trading or quotation prices of our common stock.





Within 60 calendar days following funding, we are required to obtain director
and officer insurance for a period of at least 18 months, with two years of tail
coverage.  We have also agreed to indemnify FirstFire against any actions
arising under the SPA.  Under the terms of the SPA, we also granted piggyback
registration rights to FirstFire to register for resale shares issuable upon
conversion of the Note or exercise of the Warrant.



The Note contains certain representations, warranties, covenants (both
affirmative and negative), and events of default. In the event of a default, the
Note will be immediately due and payable, and the amount of repayment increases
to 150% of the outstanding balance of the Note.  We have also authorized
FirstFire to appear ex parte without notice to the Company to confess judgment
against the Company for the unpaid amount of the Note following an event of
default.



The SPA also grants FirstFire a right of first refusal for any future capital
raises or financings by the Company.  It also contains a most favored nations
provision for any more favorable terms in future financing transactions.



                                       20





Results of Operations

Comparison of the three months ended October 31, 2019 and 2018





                                             For the three months ended
                                                     October 31,
                                                2019               2018                 Change

Consulting Services                        $      168,650       $   12,500     $  156,150          1249 %
Product sales                                      22,095                -         22,095

Cost of consulting services                       (56,732 )        (12,500 )      (44,232 )         354 %
Gross profit                                      134,013                -

134,013



Operating costs and expenses
Rents and other occupancy                          19,108           13,500          5,608            42 %
Compensation                                      186,772          148,856         37,916            25 %
Professional, legal and consulting                111,739          335,429 

     (223,690 )         -67 %
General and administrative                        164,339           79,895         84,444           106 %
Depreciation and amortization                         472              435             37             9 %

Total operating costs and expenses                482,430          578,115

(95,685 ) -17 %



Other income (expense)
Interest expense                                 (283,704 )              -       (283,704 )         100 %
Other income/(expenses)                                 -         (114,986 )      114,986           100 %
Impairment on investment                                -                -              -             0 %
Loss on debt conversion                                 -                -              -             0 %
Loss on investment in affiliate                   (13,359 )        (10,129 )       (3,230 )         100 %
Total other income (expense)                     (297,063 )       (125,115

) (171,948 ) 137 %



Loss from continuing operations, before
provision for taxes on income                    (645,480 )       (703,230 )       57,750            -8 %
Provision for taxes on income                           -                -              -             0 %

Net loss before noncontrolling interest (645,480 ) (703,230 ) 57,750

            -8 %
Less: net loss attributable to
noncontrolling interest                            (6,997 )              -         (6,997 )         100 %
Net loss attributable to parent            $     (638,483 )     $ (703,230

)   $   64,747            -9 %

Material changes in line items in our Statement of Operations for the three months ended October 31, 2019 as compared to the same period last year, are discussed below:

? Product sales - the Company recognized product sales of merchandise and sale

of CBD products from its consolidated subsidiary, Meridian A, LLC.

? Professional, legal, and consulting - Professional legal and

accounting/consulting services decreased during the year due to a decrease in

consultants used during the three months ended October 31, 2019.

? General and administrative - Investor relations expenses increased during the

period due to a new agreement entered into for approximately $40,000; the


   company also recognized bad debt expense during the period of $67,165.

? Interest expense - Interest increased as a result of new debt arrangements over


   the prior period, in addition to the amortization of the debt discount in the
   amount of $242,122.




                                       21

Comparison of the nine months ended October 31, 2019 and 2018





                                             For the nine months ended
                                                    October 31,
                                               2019              2018                  Change

Consulting Services                        $     230,419     $    143,749     $   86,670            60 %
Product sales                                     45,506                -         45,506           100 %

Cost of consulting services                      (81,373 )        (24,943 )      (56,430 )         226 %
Gross profit                                     194,552          118,806         75,746            64 %

Operating costs and expenses
Rents and other occupancy                         61,064           39,516         21,548            55 %
Compensation                                     496,241          433,341         62,900            15 %
Professional, legal and consulting               469,485          420,518  

      48,967            12 %
General and administrative                       387,777          221,536        166,241            75 %
Depreciation and amortization                      1,964            1,304            660            51 %

Total operating costs and expenses             1,416,531        1,116,215  

     300,316            27 %

Other income (expense)
Interest expense                                (528,417 )              -       (528,417 )         100 %
Other income/(expenses)                                4         (116,726 )      116,730           100 %
Impairment on investment                          (2,739 )              -         (2,739 )           0 %
Loss on debt conversion                                -                -              -             0 %

Loss on investment in affiliate                  (37,298 )        (10,129 )      (27,169 )         100 %
Total other income (expense)                    (568,450 )       (126,855 )

(441,595 ) 348 %



Loss from continuing operations, before
provision for taxes on income                 (1,790,429 )     (1,124,264 )     (666,165 )          59 %
Provision for taxes on income                          -                -              -             0 %
Net loss before noncontrolling interest       (1,790,429 )     (1,124,264 )     (666,165 )          59 %
Less: net loss attributable to
noncontrolling interest                          (25,854 )              -        (25,854 )         100 %
Net loss attributable to parent            $  (1,764,575 )   $ (1,124,264 )
$ (640,311 )          57 %

Material changes in line items in our Statement of Operations for the nine months ended October 31, 2019 as compared to the same period last year, are discussed below:

? Consulting services - the company entered into two new consutlting agreements

and recognized $100,000 revenue during the period.

? Product sales - the Company recognized product sales of merchandise and sale of

CBD products from its consolidated subsidiary, Meridian A, LLC. In correlation

the company recognized cost of sales related to products.

? Rents and other occupancy - increased during the period as the company entered


   into a commercial retail space lease for it's investment in Oklahoma.

? General and administrative - Investor relations expenses increased during the

period due to new agreements of approximately $163,000; the company also

recognized bad debt expense during the period of $67,165.

? Interest expense - Interest increased as a result of new debt arrangements

during the periods, in addition to the amortization of the debt discount in the


   amount of $434,311.




                                       22

Liquidity and Capital Resources





Overview



We have incurred operating losses, accumulated deficit and negative cash flows
from operations since inception. As of October 31, 2019, we had an accumulated
deficit of $10,204,683 from operating activities. The Company had total cash on
hand of approximately $6,000 as of October 31, 2019. The Company utilizes credit
from vendors, borrowings from related parties, and secured third party financing
to manage its cash flow. Management believes the change in focus along with our
substantial industry knowledge, defined growth strategy, and minimal expense
structure will allow us to ultimately achieve profitability. We have
restructured our operating expenses sufficiently and believe that our planned
sources of revenue will be sufficient to cover these expenses for the
foreseeable future.



Our Consolidated Financial Statements as of and for the three and nine months
ended October 31, 2019 were prepared on the basis of a going concern, which
contemplates, among other things, the realization of assets and satisfaction of
liabilities in the ordinary course of business. Accordingly, they do not give
effect to adjustments that could be necessary should we be required to liquidate
assets.



Our ability to continue as a going concern and raise capital for specific
strategic initiatives could also depend on obtaining adequate capital to fund
operating losses until it becomes profitable. We can give no assurances that any
additional capital that it is able to obtain, if any, will be sufficient to meet
its needs, or that any such financing will be obtainable on acceptable terms.

Our net cash flows are as follows:

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