UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 157, 2019

STWC Holdings, Inc.

(Exact name of registrant as specified in its charter)

Colorado

000-52825

20-8980078

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1350 Independence St., Suite 300

Lakewood, CO 80215

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 736-2442

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

◻¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Forward Looking Statements

Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements.” Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based, including but not limited to, the Company securing funding, entering into management and/or licensing agreements, acquiring direct interests in cannabis businesses, or providing cannabis compliance services to third parties. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.

Item 81.~~01 Other~~02 ~~Events~~Termination of a Material Definitive Agreement

On ~~October~~February 151, 2019, wethe Company entered into an aEmployment ~~12-month Independent Consulting~~ Agreement ~~(“Agreement”)~~ with ~~Grant~~Matthew ~~Galloway~~Willer (~~“Galloway”)~~"Mr. ~~Pursuant to the Agreement, Galloway will provide consulting services for the Company~~Willer"). ~~Galloway~~On ~~will~~October ~~assist the Company in developing and implementing appropriate plans and means for presenting the Company to the financial community. In addition~~7, ~~Galloway will introduce the Company to retail brokers~~2019, ~~institutional managers, portfolio managers, analysts, and financial public relations professionals~~Mr. ~~Galloway~~Willer ~~will~~resigned ~~also perform the functions generally assigned to shareholder relations~~ and ~~public~~his ~~relations, including~~position ~~responding~~with tothe ~~telephone~~Company and ~~written~~his ~~inquiries,~~Employment ~~preparing~~Agreement ~~press~~was ~~releases,~~terminated ~~preparing~~by ~~reports~~mutual ~~and~~consent ~~other~~of ~~communications~~the ~~to our shareholders, and other related activities~~parties.

~~For~~Item ~~undertaking~~5.02 ~~this~~Departure ~~engagement and for other good and valuable consideration, the Company agrees to provide compensation to Consultant in the form~~ of ~~1 million~~Directors ~~shares~~or ofCertain ~~common~~Officers; ~~stock~~Election of ~~the Company. Of the 1 million shares~~Directors, ~~500,000~~Appointment ~~were~~of ~~due~~Certain ~~at signing and the remaining 500~~Officers,~~000~~ ~~are~~Compensatory ~~due~~Arrangements ~~180 days after the signing~~ of ~~the~~Certain ~~Agreement.~~Officers

On October 7, 2019, Matthew Willer resigned as the Company’s President.

SIGNATURES

Pursuant to 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 hereunto duly authorized.

	STWC Holdings, Inc.
Date: October 21, 2019	By:	/s/ Erin Phillips
Date: January 21, 2020	By:	/s/ Erin Phillips
		Erin Phillips, Chief Executive Officer

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