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): ~~February~~ 10April 30, 2020

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 x

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 58.0301 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws~~Events

On ~~January~~April 630, 2020, aSTWC ~~shareholder~~Holdings, ~~holding~~Inc., ~~over~~a Colorado ~~two-thirds~~corporation of (the ~~outstanding~~“Company”), ~~common~~announced ~~stock~~that ~~approved~~in alight ~~shareholder~~of ~~resolution~~the tocircumstances ~~amend~~and uncertainty surrounding the ~~Articles~~effects of the ~~Incorporation.~~Coronavirus ~~The~~(COVID-19) ~~amendment increases~~pandemic on the ~~authorized~~Company’s ~~number~~business, ofcustomers, ~~shares~~employees, toconsultants, 1service providers,~~250~~ stockholders,~~000~~ investors and other stakeholders,~~000~~ ~~shares.~~the OnCompany’s ~~January~~management 7,has ~~2020,~~determined that the Company ~~filed~~will adelay ~~preliminary~~the ~~information~~filing of its Annual ~~statement~~Report ~~with~~on ~~the~~Form ~~SEC,~~10-K ~~disclosing~~for the ~~action.~~year Onended January 2331, 2020, (the ~~Company~~“Annual ~~caused~~Report”) anby ~~information~~up ~~statement~~ to be45 ~~mailed~~days to in accordance with the U.S. ~~shareholders~~Securities ofand ~~record~~Exchange asCommission’s of(“SEC”) ~~January~~March 625, 2020 Order (Release No. On34-88465) ~~January~~(the 21“Order”), which ~~2020~~allows for the ~~Company~~delay ~~filed~~of acertain ~~definitive~~filings ~~information~~required ~~statement~~under ~~with~~ the ~~SEC.~~Securities OnExchange ~~February~~Act ~~10,~~of ~~2020~~1934, as amended (the “Exchange Act”). The Company’s ~~filed~~operations anand ~~amendment~~business have experienced disruption due to the ~~Articles~~unprecedented ofconditions ~~Incorporation~~surrounding the ~~with~~COVID-19 pandemic spreading throughout the ~~state~~United ofStates ~~Colorado~~and elsewhere, ~~making~~ causing disruptions to the ~~amendment~~Company’s ~~increasing~~business operations, and management is currently unable to timely review and prepare the ~~authorized~~Annual ~~shares~~Report ~~effective~~or determine COVID-19’s impact on ~~February~~the 13Company’s financial statements for the fiscal year ended January 31, 2020. The Company will file its Annual Report by no later than June 15, 2020, the next business day which is 45 days after the original due date of its Annual Report.

~~Item~~Due to ~~9.01.~~the ~~Financial~~speed ~~Statements~~with which the COVID-19 situation is developing and ~~Exhibits~~evolving, there is uncertainty around its ultimate impact; therefore, the negative impact on the Company’s financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact could be material.

~~Exhibits.~~In addition, the Company is supplementing its disclosure in the Company’s Annual Report on Form 10-K for the year ended January 31, 2019 and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, with the following risk factor:

Exhibit No.		Description
3.1(a)		Certificate of Amendment effective February 13, 2020

A pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our business.

If a pandemic, epidemic, or outbreak of an infectious disease including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19) first identified in Wuhan, Hubei Province, China, or other public health crisis were to affect our markets or facilities or those of our suppliers, our business could be adversely affected. Consequences of the coronavirus outbreak are resulting in disruptions in or restrictions on our ability to travel. If such an infectious disease broke out at our office, facilities or work sites, our operations may be affected significantly, our productivity may be affected, our ability to complete projects in accordance with our contractual obligations may be affected, and we may incur increased labor and materials costs. If the customers with which we contract are affected by an outbreak of infectious disease, service work may be delayed or cancelled, and we may incur increased labor and materials costs. If our subcontractors with whom we work were affected by an outbreak of infectious disease, our labor supply may be affected, and we may incur increased labor costs. In addition, we may experience difficulties with certain suppliers or with vendors in their supply chains, and our business could be affected if we become unable to procure essential equipment, supplies or services in adequate quantities and at acceptable prices. We could incur substantial delays in obtaining necessary permits to operate our business. Further, infectious outbreak may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of materials, increase costs associated with obtaining materials, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate. Overall, the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respect to our market or our facilities is difficult to predict and could adversely impact our business. In response to the COVID-19 situation, federal, state and local governments (or other governments or bodies) are considering placing, or have placed, restrictions on travel and conducting or operating business activities. At this time those restrictions are very fluid and evolving. We have been and will continue to be impacted by those restrictions. Given that the type, degree and length of such restrictions are not known at this time, we cannot predict the overall impact of such restrictions on us, our customers, our subcontractors and supply chain, others that we work with or the overall economic or governmental environment. As such, the impact these restrictions may have on our financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact likely would be material. In addition, due to the speed with which the COVID-19 situation is developing and evolving, there is uncertainty around its ultimate impact on public health, business operations and the overall economy; therefore, the negative impact on our financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact may be material.

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: February 10, 2020	By:	/s/ Erin Phillips
Date: April 30, 2020	By:	/s/ Erin Phillips
		Erin Phillips, Chief Executive Officer

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