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KCRD KindCard Inc (PK)

0.059
0.00 (0.00%)
07 Feb 2025 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
KindCard Inc (PK) USOTC:KCRD OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.059 0.0364 0.0587 0.00 22:00:01

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

17/12/2024 10:00pm

Edgar (US Regulatory)


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended October 31, 2024

 

Commission File Number 000-56003

 

 KINDCARD, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

81-4520116

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1001 Yamato Road, #100, Boca Raton, Florida, 33431

(Address of principal executive offices) (Zip Code)

 

(888) 888-0708

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☒ No

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which

Registered

None

 

N/A

 

N/A

 

As of December 17, 2024 there were 98,170,000 shares of common stock issued and outstanding.

 

 

 

 

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements.

 

3

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

4

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

 

7

 

 

 

 

 

 

Item 4.

Controls and Procedures.

 

7

 

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

8

 

 

 

 

 

 

Item 1A.

Risk Factors.

 

8

 

 

 

 

 

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

8

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

8

 

 

 

 

 

 

Item 4.

Mining Safety Disclosures.

 

8

 

 

 

 

 

 

Item 5.

Other Information.

 

8

 

Item 6.

Exhibits.

9

 

 

2

Table of Contents

 

PART I—FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Financial Statements

October 31, 2024

(Unaudited)

 

Table of Contents

 

Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and January 31, 2024

 

F-1

 

Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2024 and 2023 (unaudited)

 

F-2

 

Condensed Consolidated Statements of Stockholders’ Deficit for three and nine months ended October 31, 2024 and 2023 (unaudited)

 

F-3

 

Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2024 and 2023 (unaudited)

 

F-4

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

F-5 - F-14

 

 

 

3

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

October 31,

2024

 

 

January 31,

2024

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$14,067

 

 

$9,647

 

Accounts receivable, net - unbilled

 

 

18,554

 

 

 

20,557

 

Prepaid expenses

 

 

-

 

 

 

17,550

 

Total Current Assets

 

 

32,621

 

 

 

47,754

 

Property, plant and equipment, net

 

 

3,209

 

 

 

6,127

 

Intangible Assets, net

 

 

61,277

 

 

 

108,725

 

Total Other Assets

 

 

64,486

 

 

 

114,852

 

Total Assets

 

$97,107

 

 

$162,606

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

272,078

 

 

 

267,435

 

Accrued interest

 

 

36,363

 

 

 

19,358

 

Accrued payroll and tax expenses

 

 

9,852

 

 

 

13,595

 

Due to related party

 

 

391,434

 

 

 

296,498

 

Notes payable

 

 

198,768

 

 

 

198,840

 

Current portion SBA loan

 

 

6,360

 

 

 

8,772

 

Total Current Liabilities

 

 

914,855

 

 

 

804,498

 

Long-term Liabilities

 

 

 

 

 

 

 

 

Accrued interest long term portion

 

 

7,699

 

 

 

2,380

 

SBA loan

 

 

150,000

 

 

 

150,000

 

Total Long-term Liabilities

 

 

157,699

 

 

 

152,380

 

Total Liabilities

 

 

1,072,554

 

 

 

956,878

 

Commitments and Contingencies (Note 9)

 

 

-

 

 

 

-

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 98,170,000 of common stock as of October 31, 2024 (January 31, 2024 –98,170,000)

 

 

98,170

 

 

 

98,170

 

Additional Paid In Capital

 

 

277,471

 

 

 

277,471

 

Accumulated Deficit

 

 

(1,351,088 )

 

 

(1,169,913 )

Total Stockholders’ Deficit

 

 

(975,447 )

 

 

(794,272 )

Total Liabilities and Stockholders’ Deficit

 

$97,107

 

 

$162,606

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 
F-1

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

For the three months ended

October 31,

 

 

For the nine months ended

October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$139,366

 

 

$119,160

 

 

$301,159

 

 

$362,623

 

Other Revenue

 

 

-

 

 

 

6,250

 

 

 

5,000

 

 

 

18,750

 

Total Revenue

 

 

139,366

 

 

 

125,410

 

 

 

306,159

 

 

 

381,373

 

Cost of Sales

 

 

25,262

 

 

 

30,146

 

 

 

65,596

 

 

 

67,695

 

Total Cost of Sales

 

 

25,262

 

 

 

30,146

 

 

 

65,596

 

 

 

67,695

 

Gross Profit

 

 

114,104

 

 

 

95,264

 

 

 

240,563

 

 

 

313,678

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative Expenses

 

 

101,327

 

 

 

124,763

 

 

 

359,655

 

 

 

354,159

 

Selling Expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

389

 

Depreciation and Amortization

 

 

20,365

 

 

 

19,197

 

 

 

59,826

 

 

 

56,746

 

Total Operating Expenses

 

 

121,692

 

 

 

143,960

 

 

 

419,481

 

 

 

411,294

 

Net Profit (Loss) from Operations

 

 

(7,588

 

 

(48,696 )

 

 

(178,918 )

 

 

(97,616 )

Profit (Loss) before income taxes

 

 

-

 

 

 

(48,696 )

 

 

(178,918 )

 

 

(97,616 )

Provision for income taxes

 

 

-

 

 

-

 

 

 

(2,257)

 

 

(3,210 )

Profit (Loss)

 

$(7,588

 

 

(48,696 )

 

$(181,175 )

 

$(100,826 )

Net Income Per Common Share – Basic and Diluted

 

$-

 

 

$-

 

 

$

-

 

 

$-

 

Weighted Average Number of Common Shares Outstanding -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

98,170,000

 

 

 

97,286,850

 

 

 

98,170,000

 

 

 

97,286,850

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

 
F-2

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Deficit

For the three and nine months ended October 31, 2024

(Unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

Balance, January 31, 2024

 

 

98,170,000

 

 

$98,170

 

 

$277,471

 

 

$(1,169,913)

 

$(794,272)

Net loss for period ended April 30, 2024

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(89,532)

 

 

(89,532)

Balance, April 30, 2024

 

 

98,170,000

 

 

$98,170

 

 

$277,471

 

 

$(1,259,445)

 

$(883,804)

Net loss for period ended July 31, 2024

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(84,055)

 

 

(84,055)

Balance, July 31, 2024

 

 

98,170,000

 

 

$98,170

 

 

$277,471

 

 

$(1,343,500)

 

$(967,859)

Net income for period ended October 31, 2024

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,588

 

 

(7,588

 Balance, October 31, 2024

 

 

98,170,000

 

 

$98,170

 

 

$277,471

 

 

$(1,351,088)

 

$(975,447)

 

For the three and nine months ended October 31, 2023

(Unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

Balance, January 31, 2023

 

 

96,945,000

 

 

$96,945

 

 

$152,051

 

 

$(908,541 )

 

 

(659,545 )

Net loss for period ended April 30, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,122 )

 

 

(19,122 )

Balance, April 30, 2023

 

 

96,945,000

 

 

$96,945

 

 

$152,051

 

 

$(927,663 )

 

$(678,667 )

Shares issued for cash

 

 

500,000

 

 

 

500

 

 

 

24,500

 

 

 

-

 

 

 

25,000

 

Shares issued for services

 

 

675,000

 

 

 

675

 

 

 

3,308

 

 

 

-

 

 

 

3,983

 

Net loss for period ended July 31, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(33,008 )

 

 

(33,008 )

Balance, July 31, 2023

 

 

98,120,000

 

 

$98,120

 

 

$179,859

 

 

$(960,671 )

 

$(682,692 )

Shares issued for services

 

 

50,000

 

 

 

50

 

 

 

245

 

 

 

-

 

 

 

295

 

Net loss for period ended October 31, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(48,696)

 

 

(48,696)

Balance, October 31, 2023

 

 

98,170,000

 

 

$98,170

 

 

$180,104

 

 

$(1,009,367)

 

$(731,093 )

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

 
F-3

Table of Contents

 

Kindcard, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the nine months ended

 

 

 

October 31,

 

 

October 31,

 

 

 

2024

 

 

2023

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$(181,175 )

 

$(100,826 )

Adjustments to reconcile net loss to net Cash used by operations

 

 

 

 

 

 

 

 

Stock issued for services

 

 

-

 

 

 

-

 

Depreciation and amortization - cost of goods sold

 

 

5,765

 

 

 

4,225

 

Depreciation and amortization - operations

 

 

59,826

 

 

 

56,745

 

Decrease (increase) in operating assets/liabilities

 

 

 

 

 

 

 

 

Accounts receivable, net - unbilled

 

 

2,003

 

 

 

23,597

 

Prepaid expenses

 

 

17,550

 

 

 

37,919

 

Accounts payable

 

 

4,643

 

 

(7,197 )

Accrued expenses

 

 

(836 )

 

 

(22,570 )

Deferred revenue

 

 

-

 

 

 

(18,750 )

Total Adjustments

 

 

88,951

 

 

 

73,969

 

Net cash (used in) provided by operating activities

 

 

(92,224 )

 

 

(26,857 )

Cash flows from investing activities

 

 

 

 

 

 

 

 

Costs incurred to develop intellectual property

 

 

(15,225 )

 

 

(15,225 )

Net cash used in investing activities

 

 

(15,225 )

 

 

(15,225 )

Cash flows from financing activities

 

 

 

 

 

 

 

 

Shares issued for cash

 

 

-

 

 

 

25,000

 

Proceeds from related party loan

 

 

98,506

 

 

 

-

 

Proceeds from notes payable, net

 

 

13,363

 

 

 

13,082

 

Net cash provided by financing activities

 

 

111,869

 

 

 

38,082

 

Net cash (decrease) increase for the period

 

 

4,420

 

 

 

(4,000 )

Cash at beginning of period

 

 

9,647

 

 

 

12,750

 

Cash at end of period

 

$14,067

 

 

$8,750

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Non-cash investing & financing activities:

 

 

 

 

 

 

 

 

Common Stock issued in exchange for services

 

$-

 

 

$4,278

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

 
F-4

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

KindCard, Inc. (f/k/a MWF Global Inc.) (the “Company”) was incorporated in the State of Nevada on November 18, 2016, and established a fiscal year end of January 31. On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp, a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”), pursuant to which the Company acquired (i) all of the intellectual property and operational assets (collectively, the “Assets”) of the Tendercard Division of Croesus. On July 9, 2021 the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate”) with the State of Nevada effectuate a name change (the “Name Change”). As a result of the Name Change, the Company’s name changed from “MWF Global Inc.” to “Kindcard, Inc.”. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. On January 14, 2022 Deb, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. Our symbol on OTC Markets is KCRD, CUSIP number is 49452K105.

 

The Company, through its wholly owned operating subsidiaries, Deb, Inc. and Tendercard, Inc., is an innovative FinTech and PayTech company which provides alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals. The Company believes that mobile wallet technology will ultimately grow to become the preferred method for merchants and consumers to transact at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment through our proprietary consumer app and merchant services platform, “Pay with Deb”. All funds processed through the “Pay with Deb” platform will be held in a specified trust account and recorded as a liability, all service fees related to the processing of transactions will be recognized as earned when performance obligations have been met as per ASC 606.

 

Going concern

 

These unaudited financial statements have been prepared assuming the Company will be able to continue as a going concern. To date, the Company has generated revenues from its business operations and has incurred accumulated operating losses of $1,351,088. At October 31, 2024, the Company has a working capital deficit of $882,234 and a net loss of $181,175 for the nine months ended October 31, 2024. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern from a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of October 31, 2024, the Company has issued 98,170,000 shares of common stock issued and outstanding. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended January 31, 2024 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending January 31, 2025.

 
F-5

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

Consolidation Policy

 

The accompanying condensed consolidated financial statements include the accounts of Kindcard, Inc. and its wholly owned subsidiaries, Deb, Inc. and Tendercard, Inc. All inter-company balances and transactions have been eliminated in consolidation.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. These estimates include allowance of doubtful accounts, impairment of long-lived assets, valuation of stock-based compensation and fees. Accordingly, actual results and outcomes could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Accounts Receivable - unbilled

 

We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due.

 

Prepaid expenses 

 

The Company issued 675,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated June 6, 2023 The shares were issued at $0.078 ($52,650) based on the fair value of the award at the reporting date. The Company issued 1,000,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated December 12, 2022 and (see note 10). The shares were issued at $0.0054 per share ($53,656) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given as the Company did not have an active trading market, with a par value of $0.001 per share. $106,306 in consulting fees has been accrued over the life of the twelve-month agreements with $0.00 and $17,550 recorded as prepaid expense at October 31, 2024 and January 31, 2024.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

 

 
F-6

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

Impairment of Long-Lived Assets

 

In accordance with ASC Topic 360, “Property, Plant, and Equipment” the Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is determined regarding a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairments during the periods ended October 31, 2024 and October 31, 2023.

 

Intangible assets

 

Intangible assets are comprised of customer relationships and brands acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. We utilize both qualitative and quantitative aspects to evaluate the impairment of our intangible assets. The Company measured the fair value of these indefinite-lived intangible assets using a replacement cost method. The fair value was estimated by projections to determine the present value of future cash flows that the asset is expected to generate over its lifetime. Our projections used in the valuation included assumptions regarding future growth rates of sales, which are based on various long-range financial and operational plans. We believe our evaluations are consistent with those a market participant would utilize.

 

Revenue Recognition

 

The Company follows ASC 606, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

Revenue is recognized when all of the following criteria are met:

 

(i) Identification of the contract, or contracts, with a customer (ii) Identification of the performance obligations in the contract (iii) Determination of the transaction price (iv) Allocation of the transaction price to the performance obligations in the contract (v) Recognition of revenue when, or as, we satisfy performance obligation

 

We currently offer the following products and services:

 

Cash Pickup – Deb, Inc., our wholly owned subsidiary, provides cash pick up services for the retail and wholesale merchants the within the North American retail market through a strategic partnership agreement, per the agreement Deb, Inc.’s partner is responsible for all aspects of the cash pickup service performance obligations. Once performance obligations have been met by the partner Deb, Inc. receives commission revenues in the following month which are recorded as earned over the life of these multiyear contracts.

 

 
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Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

Revenue Recognition (continued)

 

Tendercard Program – Tendercard, Inc., our wholly owned subsidiary, provides a stored value point of sale gift card processing solution to small and mid-sized businesses within the North American retail market. The Company’s proprietary host-based program provides real time data and accurate records of all activity related to the gift card processing account and the related monthly reporting. Fixed monthly service fee revenues are recorded monthly. Fixed annual service fee revenues are collected in arrears and recorded when as collected, no revenue is accrued or deferred at quarter ended October 31, 2024.

 

Other Revenue is related to a non-refundable fee recorded in the first quarter of fiscal year ended January 31, 2023, $25,000 was recorded as Other Revenue at January 31, 2023 with the remaining $25,000 amortized over the remainder of the initial contract term which was two years, ending January 31, 2024 and a non-refundable fee of $5,000 recorded as Other Revenue at October 31, 2024.

 

 

 

For the nine months ended

October 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Cash Pickup Commission Revenue

 

$25,574

 

 

$69,874

 

 

 

 

 

 

 

 

 

 

Tendercard Program Revenue

 

$275,585

 

 

$292,749

 

 

 

 

 

 

 

 

 

 

Other Revenue

 

$5,000

 

 

 

18,750

 

 

 

 

 

 

 

 

 

 

Total Program Revenue

 

$306,159

 

 

$381,373

 

 

Fair Value of Financial Instruments

 

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

 

 
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Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

Loss per Common Share

 

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. There are no common stock equivalents at October 31, 2024 or October 31, 2023.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or substantive enactment.

 

NOTE 2 – ACCOUNTS RECEIVABLE, Net - unbilled

 

We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due.

 

Fees are collected in arrears resulting in accounts receivable, net – unbilled and are recorded as accrued revenue at the end of each month. There are $18,554 and $20,557 in accounts receivable net of $0.00 and $0.00 allowances at October 31, 2024 and January 31, 2024, respectively.

 

NOTE 3 – PROPERTY AND EQUIPMENT, Net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

 

Property and equipment, net consists of the following at:  

 

 

 

October 31,

 

 

January 31,

 

 

 

 2024

 

 

 2024

 

Merchandise and equipment: Vault

 

$10,000

 

 

$10,000

 

Merchandise and equipment: Office Equipment

 

 

4,286

 

 

 

4,286

 

Merchandise and equipment: IT Equipment

 

 

4,945

 

 

 

4,945

 

Total Cost

 

$19,231

 

 

$19,231

 

Less: accumulated depreciation

 

 

(16,022 )

 

 

(13,104 )

Property and equipment, net

 

$3,209

 

 

$6,127

 

 

Depreciation expense amounted to approximately $2,918 and $1,407 with $1,681 and $789 reclassified as cost of goods sold at October 31, 2024 and January 31, 2024, respectively. Please note that certain balances were reclassified for presentation and for consistency.

 

 
F-9

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

NOTE 4 – INTANGIBLE ASSETS

  

Intangible assets

 

Intangible assets are comprised of customer relationships and brands acquired in a business combination specifically related to the Company’s Tendercard division (see Note 2) and also comprised of development costs for its proprietary payment processing “DEB Platform” through the Company’s wholly owned subsidiary, Deb, Inc. The Company amortizes intangible assets with a definitive life over their respective useful lives of 3-5 years. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company did not note any impairment at October 31, 2024 and January 31, 2024, respectively.

  

On December 21, 2021 the Company entered into a contract to develop its proprietary payment processing DEB Platform, a for a total cost of $150,000. On June 8, 2022 and October 1, 2023, the Company entered into contracts to further customize the platform for an additional cost of $89,435 for a total cost of $239,435. The Company began to amortize the asset in the third quarter of FY 2023 when it was originally scheduled to go into production but additional development was required. The platform is currently in testing, is anticipated to go into production in the fourth quarter of FY 2025 and is depreciated over 3 - 5 years.

 

 

 

October 31,

 

 

January 31,

 

 

 

2024

 

 

2024

 

Definite-lived intangible assets

 

 

 

 

 

 

Technology: DEB Platform

 

$239,435

 

 

$224,210

 

Technology: Tendercard Program

 

 

3,200

 

 

 

3,200

 

Customer Lists

 

 

9,900

 

 

 

9,900

 

Website

 

 

5,200

 

 

 

5,200

 

Trade Name

 

 

2,800

 

 

 

2,800

 

Total

 

 

260,535

 

 

 

245,310

 

Less: accumulated amortization

 

 

(199,258 )

 

 

(136,585 )

Definite-lived intangible assets, net

 

$61,277

 

 

$108,725

 

 

The following is the future estimated amortization expense related to intangible assets as of October 31, 2024:

 

Year ending January 31,

 

 

 

2025 -

 

$21,313

 

2026 -

 

 

30,660

 

2027 -

 

 

9,304

 

Total -

 

$61,277

 

 

 

 
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Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

NOTE 5 – CURRENT LIABILITIES

 

Accounts Payable

 

Accounts Payable is comprised of trade payables of $272,078 and $267,435 at October 31, 2024 and January 31, 2024, respectively.

 

Accrued Payroll & Tax Expenses

 

Balance consists of Accrued Salaries & Wages $6,423 and $6,042, Accrued Payroll Tax $899 and $303, Payroll Tax Payable of $263 and $5,905 and Accrued Income Taxes of $2,257 and $1,345 and Sales Tax Payable of $10 and $0.00 at October 31, 2024 and January 31, 2024 respectively. 

 

Accrued Interest

 

Balance consists of accrued interest notes payable of $32,792 and $19,358, accrued interest Due to Related Party of $3,571 and $615, and short-term portion of accrued interest SBA loan of $6,360 and $8,772 at October 31, 2024 and January 31, 2024.

 

NOTE 6 – DUE TO RELATED PARTY

 

Due to Related Party

 

On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of October 31, 2024, $1,837 in interest has been accrued. RMR is a company owned and controlled by the Company’s CEO.

 

On May 1, 2024 the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. RMR is a company owned and controlled by the Company’s CEO. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of October 31, 2024 $1,244 in interest has been accrued for a total balance of $25,913.

 

 
F-11

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

NOTE 6 – DUE TO RELATED PARTY (continued)

 

On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541 beginning June 5, 2024, and a maturity date of November 16, 2025. As of October 31, 2024 $2,250 in interest has been accrued and $22,708 in payments have been made for a total balance of $54,542.

 

During the quarter ended October 31, 2024 RMR loaned an additional $20,700 to the Company in the form of short term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. As of October 31, 2024 $430 in interest has been accrued and $4,915 in payments have been made for a total balance of $16,215.RMR is a company owned and controlled by the Company’s CEO, Michael Rosen.

 

The total amount owed to the Company’s CEO as of October 31, 2024 and January 31, 2024 was $391,434 and $296,498 with accrued interest of $3,571 and $615, respectively.

 

NOTE 7 – LOANS

 

SBA Loan

 

The balance consists of Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021, with a principal balance of $150,000 and $3,160 accrued interest for a total balance of $153,160. An additional $18,793 of interest was accrued and $7,894 in installments payments have been made as of October 31, 2024, for a total balance of $164,059. The term of the note is 30 years with an interest rate of 3.75% per annum, Installment payments of $731 began April 14, 2023, and consist of interest only for the first thirty months. On March 15 the Company entered into an SBA accommodation plan with six months modification of reduced installment payments of $73, as of October 31, 2024 the accommodation plan has been extended for an additional six months.

 

Year ending January 31, 

 

2025:

 

$-

 

2026:

 

 

2,850

 

2027:

 

 

2,958

 

2028:

 

 

3,072

 

2029:

 

 

3,450

 

Thereafter

 

 

137,670

 

Total future minimum loan payments

 

$150,000

 

 

Notes Payable

 

Loans payable consists of $198,768 and $198,840 in short term loans payable at October 31, 2024 and January 31, 2024. These loans with non-related parties are unsecured and have interest rates ranging from 7% to 12% per annum and maturity dates within one to twelve months.

 

 
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Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

On May 25, 2022, the Company and an advisor entered into an Advisory Agreement related to the development, design and build of its compliance and state licensing program related to the Company’s Deb Platform. The initial term of the agreement is six months at a rate of $5,000 per month ($30,000) with an option to renew on a month-to-month basis thereafter. The contract includes a stock grant allowing the advisor the opportunity to earn up to a total of 1,000,000 shares of common stock (the “Shares”) of the Company to be issued one year from the effective date of the agreement subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives. Effective January 31, 2023, the agreement has been suspended and placed on hold by the parties until the Company’s Deb Platform has been released, and, accordingly, the parties have agreed to cease accruing the monthly cash fees due under the agreement. Total fees earned of $40,000 in consulting fees have been recorded as of January 31, 2023, with $7,500 in accrued expenses expected to be paid in the second quarter of FY 2025. As of October 31, 2024, none of the Shares have been issued. In the event that the current suspension / hold status of the agreement is removed, the Shares could be potentially earned by and issued to the advisor in the future subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives.

 

On August 9, 2023, effective as of August 1, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant a fee of an aggregate of 200,000 restricted shares of common stock (the “Shares”) in consideration for certain financial and management consulting services to be provided by the consultant to the Company, subject to the following vesting schedule: The Shares vest as to (i) 50,000 Shares on the August 1, 2023 effective date, (ii) 50,000 Shares on the six (6) month anniversary of the Agreement, (iii) 50,000 Shares on the nine (9) month anniversary of the Agreement, and (iv) 50,000 Shares on the 12-month anniversary of the Agreement. On August 28, 2023, the Company issued 50,000 shares of common stock pursuant to this agreement. The parties agreed to terminate the agreement on January 9, 2024 and no further shares will be issued.

 

On September 15, 2023 the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. As of October 31, 2024 $1,837 in interest has been accrued for a total balance of $298,335.

 

On April 30, 2024 the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of October 31, 2024 $1,244 in interest has been accrued for a total balance of $25,913.

 

On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541 beginning June 5, 2024, and a maturity date of November 16, 2025. As of October 31, 2024 $2,250 in interest has been accrued and $22,708 in payments have been made for a total balance of $54,542

 

 
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Table of Contents

 

 Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

October 31, 2024

 

NOTE 9 – COMMON STOCK

 

The Company is authorized to issue 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

 

On January 26, 2023, the Company issued 6,500,000 shares of common stock to Brian Schultz in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to an agreement dated December 12, 2022. The shares were issued at $0.0054 per share ($34,876) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company did not have an active trading market, with a par value of $0.001 per share. $34,876 in consulting fees has been accrued over the life of the twelve-month agreement with $30,517 recorded as prepaid expense at January 31, 2023. 

 

On January 26, 2023, the Company issued 3,500,000 shares of common stock to Nicholas Cardoso in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to an agreement dated December 12, 2022. The shares were issued at $0.0054 per share ($18,780) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company does not have an active trading market, with a par value of $0.001 per share. $18,780 in consulting fees has been accrued over the life of the twelve-month agreement with $16,432 recorded as prepaid expense at January 31, 2023.

 

On June 6, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant 675,000 restricted shares of common stock in consideration for certain business and operations consulting services to be provided by the consultant to the Company.

 

On June 20, 2023, an accredited investor purchased from the Company 500,000 restricted shares of common stock at $0.05 per share for a purchase price of $25,000.

 

On August 9, 2023, effective as of August 1, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant a fee of an aggregate of 200,000 restricted shares of common stock (the “Shares”) in consideration for certain financial and management consulting services to be provided by the consultant to the Company, subject to the following vesting schedule: The Shares vest

 

 On August 9, 2023, effective as of August 1, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant a fee of an aggregate of 200,000 restricted shares of common stock (the “Shares”) in consideration for certain financial and management consulting services to be provided by the consultant to the Company, subject to the following vesting schedule: The Shares vest as to (i) 50,000 Shares on the August 1, 2023 effective date, (ii) 50,000 Shares on the six (6) month anniversary of the Agreement, (iii) 50,000 Shares on the nine (9) month anniversary of the Agreement, and (iv) 50,000 Shares on the 12-month anniversary of the Agreement. On August 28, 2023, the Company issued 50,000 shares of common stock pursuant to this agreement. The shares were issued at $0.0059 per share ($295) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company does not have an active trading market, with a par value of $0.001 per share. $295 in consulting fees has been recorded as consulting expense at October 31, 2023. The parties agreed to terminate the agreement on January 9, 2024, and no further shares will be issued.  

 

NOTE 10 – SUBSEQUENT EVENTS  

 

The Company evaluates events that occur after the period’s end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that no subsequent events require disclosure in these financial statements. 

 

 
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Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and notes thereto for the year ended January 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on May 15, 2024 (the “Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”). This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

 

In some cases, you can identify forward-looking statements by terminology such as ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘expects,’ ‘plans,’ ‘intends,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘predicts,’ ‘potential,’ or ‘continue’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this report.

 

Unless otherwise indicated, references to the “Company,” “Kindcard”, “us”, or “we” refer to Kindcard, Inc. and its subsidiaries.

 

Company Overview

 

KindCard, Inc. (f/k/a MWF Global Inc.) (the “Company”) was incorporated in the State of Nevada on November 18, 2016, and established a fiscal year end of January 31. The Company was originally organized to sell unique country specific handcrafted natural products with a focus on sourcing these products from South-East Asia and offering these products for sale through the Company’s website and to establish other distribution channels. On June 1, 2021, RMR Management LLC (“RMR” and the “Majority Stockholder”) purchased 54,000,000 shares of common stock of the Company, representing the majority of the Company’s issued and outstanding shares, from William D. Mejia in consideration of a purchase price of $150,000. RMR is owned and controlled by Michael Rosen, the Company’s sole officer and director. On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp, a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”), pursuant to which the Company acquired (i) all of the intellectual property and operational assets (collectively, the “Tendercard Assets”) of the “Tendercard” division of Croesus, and (ii) 100% of the issued and outstanding shares of common stock of Kindcard MA, in consideration of an aggregate of 8,000,000 shares of common stock of the Company. On June 16, 2021, Michael Rosen was appointed as a Director of the Company. On June 30, 2021, William D. Mejia resigned as a director and the sole officer of the Company and Michael Rosen was appointed as the sole officer of the Company. On July 9, 2021, the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate”) with the State of Nevada effectuating a name change of the Company (the “Name Change”). As a result of the Name Change, the Company’s name changed from “MWF Global Inc.” to “Kindcard, Inc.”. The Certificate was approved by the Majority Stockholder and by the Board of Directors of the Company. The Purchase Agreement and the transactions contemplated therein closed on August 16, 2021 (the “Closing”). Subsequent to the Closing, the Company became aware that the Sellers failed to deliver certain of the Tendercard Assets to the Company in material breach of the Purchase Agreement. A settlement arrangement is currently being negotiated between the Company and Sellers in connection with such matter. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In addition, on January 14, 2022, Deb, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In connection with the Name Change, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (the “FINRA Corporate Action”). The Name Change was implemented by FINRA on September 21, 2021. Our symbol on OTC Markets was KCRDD for 20 business days from September 21, 2021 (the “Notification Period”). Our new CUSIP number is 49452K105. In connection with the FINRA Corporate Action, our symbol was changed to “KCRD” following the Notification Period.

 

 
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Table of Contents

 

The Company, through its wholly owned operating subsidiaries, Deb, Inc. and Tendercard, Inc., is an innovative FinTech and PayTech company which provides alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals. The Company believes that mobile wallet technology will ultimately grow to become the preferred method for merchants and consumers to transact at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment through our proprietary

“Pay with Deb” consumer app and merchant services platform (“Pay with Deb”).

 

Deb, Inc. targets the high-risk merchant market where businesses operating within innovative verticals and e-commerce are incurring higher transaction costs, utilizing a robust compliance policy for onboarding users and businesses in accordance with federal and state regulations. Pay with Deb operates on a “closed-loop” system, whereby consumers can purchase “Deb Tokens” to store in their wallet and use them to make purchases with the Pay with Deb merchant network. Deb Tokens are not a crypto currency, stable coins, or tied to any exchange. Funds used to purchase Deb Tokens are kept in a custodial deposit account ensuring that Deb Tokens are valued 1:1 with the US dollar. Businesses using Deb Tokens to transact with customers, suppliers, vendors, and employees can send and receive money without using traditional banking infrastructure or credit card rails. In addition, Pay with Deb eliminates the transaction fees incurred by businesses associated with traditional payment processors at the point of sale. For consumers, Pay with Deb transactions at the point of sale only appear on the consumer’s mobile wallet’s statement, not bank or credit card statements, offering additional privacy to the consumer.

 

Tendercard, Inc. provides independent merchants with a gift card and loyalty platform, allowing businesses to purchase their own proprietary gift card program to promote and sell to their own customers, where their customers can also earn points. Tendercard’s gift card and loyalty platform replaces paper gift certificates and all manual recordkeeping with an electronic accounting and reporting system hosted by Tendercard. Unlike other gift card providers, Tendercard settles gift card purchases directly to the merchant’s account, never taking control of the money. Tendercard processing is available through the “Bridgepay” pay payment gateway and can be used with a dedicated terminal, or with “Pax”, and “Dejavoo” terminals.

 

The Company is dedicated to providing universal access to digital payment tools for all entities, persons, and governments, who accept or pay with money. Each of our business units has a focused value proposition, delivering cutting-edge fintech and paytech solutions within their target markets. Combined with excellent customer service, the Company aims to grow its user base and merchant network exponentially over the next two years.

 

 
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Table of Contents

 

Results of Operations

 

For the three-month period ended October 31, 2024, we had revenues of $139,366 as compared to $125,410 in revenues for the three-month period ended October 31, 2023. Total Cost of Sales for the three-month period ended October 31, 2024 was $25,262 resulting in a Gross Profit of $114,104 as compared to Total Cost of Sales for the three-month period ended October 31, 2023 of $30,146 resulting in a Gross Profit of $95,264. Operating Expenses for the three-month period ended October 31, 2024 were $121,692 resulting in Net Loss from Operations of $7,588. The net loss for the three-month period ended October 31, 2024 is comprised of General and Administrative Expenses of $101,327 and Depreciation and Amortization of $20,365, as compared to the Net loss for the three-month period ended October 31, 2023 of $48,696 which is comprised of General and Administrative Expenses of $124,763 and Depreciation and Amortization of $19,197. The changes in results of operations for the three-month period ended October 31, 2024 as compared to the three-month period ended October 31, 2023 are primarily a result of a change in the accounting method used to record Fixed annual service fee revenues and a decrease in Cash-Pickup Commissions for the three month period ended October 31, 2024, no revenue is accrued or deferred at quarter ended October 31, 2024.

 

For the nine-month period ended October 31, 2024, we had revenues of $306,159 as compared to $381,373 in revenues for the nine-month period ended October 31, 2023. Total Cost of Sales for the nine-month period ended October 31, 2024 was $65,596 resulting in a Gross Profit of $240,563 as compared to Total Cost of Sales for the nine-month period ended October 31, 2023 of $67,695 resulting in a Gross Profit of $313,678. Operating Expenses for the nine-month period ended October 31, 2024 were $419,481 resulting in Net Loss from Operations of $178,918. The net loss for the nine-month period ended October 31, 2024 is comprised of General and Administrative Expenses of $359,655, Selling Expenses of $NIL and Depreciation and Amortization of $59,826, as compared to the Net loss for the nine-month period ended October 31, 2023 of $97,616 which is comprised of General and Administrative Expenses of $354,159, Selling Expenses of $389, and Depreciation and Amortization of $37,549. The changes in results of operations for the nine-month period ended October 31, 2024 as compared to the nine-month period ended October 31, 2023. are primarily a result of a change in the accounting method used to record Fixed annual service fee revenues and a decrease in Cash-Pickup Commissions for the nine-month period ended October 31, 2024, no revenue is accrued or deferred at quarter ended October 31, 2024.

 

Liquidity and Capital Resources

 

Although we have raised limited funds in the form of debt financing, we anticipate that until we generate more revenue, we will require additional financings in order to fully implement our plan of operations.

 

As of October 31, 2024 we had $14,067 in cash, $18,554 in Accounts Receivable, and Other Assets of $64,486. Total liabilities as of October 31, 2024, were $1,062,164 compared to $956,878 in total liabilities at January 31, 2024. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.

 

The total amount owed to the Company’s CEO as of October 31, 2024 was $391,434. The amounts due to related party consist of a 1% Convertible Promissory Note in the amount of $296,497.87 (the “Note”) to RMR Management Group LLC (“RMR”) and The Note is convertible at RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01, $24,669 unsecured with an interest rate of 10% and a maturity date of December 31, 2024, a 6% Promissory Note issued on May 17, 2024 in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541.47 beginning June 5, 2024, and a maturity date of November 16, 2025, and an additional $20,700 loaned to the Company during the quarter ended October 31, 2024 in the form of short term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen.

 

The remaining balance consists of Accounts Payable of $272,078, Accrued Interest of $36,363, Accrued Payroll Expenses of $6,423, Accrued Tax Expense of $3,429, Notes Payable of $198,768, the Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021 current portion of $6,360, Accrued Interest long term portion of $7,699 and a principal balance of $150,000.

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

 

 
6

Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2024, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended October 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
7

Table of Contents

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not currently involved in any pending litigation or legal proceedings.

 

Item 1A. Risk Factors.

 

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

None.

 

 
8

Table of Contents

 

Item 6. Exhibits

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

EXHIBIT INDEX

 

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

 

 

 

31.2+

 

Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

 

 

 

32.1*

 

Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2++

 

Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

Filed herewith

 

 

#

Indicates management contract or compensatory plan.

 

 

+

Included in Exhibit 31.1

 

 

++

Included in Exhibit 32.1

 

 
9

Table of Contents

 

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 thereunto duly authorized.

 

 

Kindcard, Inc.

 

 

(Registrant)

 

 

 

 

 

Date: December 17, 2024

By:

/s/ Michael Rosen

 

 

 

Michael Rosen

 

 

 

CEO, CFO, President, and Director

 

 

 

(Principal Executive Officer,

 

 

 

Principal Financial and Accounting Officer)

 

 

 
10
nullnullv3.24.4
Cover - shares
9 Months Ended
Oct. 31, 2024
Dec. 17, 2024
Cover [Abstract]    
Entity Registrant Name KINDCARD, INC.  
Entity Central Index Key 0001696025  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --01-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Oct. 31, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2025  
Entity Common Stock Shares Outstanding   98,170,000
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-56003  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 81-4520116  
Entity Address Address Line 1 1001 Yamato Road  
Entity Address Address Line 2 #100  
Entity Address City Or Town Boca Raton  
Entity Address State Or Province FL  
Entity Address Postal Zip Code 33431  
City Area Code 888  
Local Phone Number 888-0708  
Entity Interactive Data Current Yes  
v3.24.4
Condensed Consolidated Balance Sheets - USD ($)
Oct. 31, 2024
Jan. 31, 2024
Current Assets:    
Cash $ 14,067 $ 9,647
Accounts receivable, net - unbilled 18,554 20,557
Prepaid expenses 0 17,550
Total Current Assets 32,621 47,754
Property, plant and equipment, net 3,209 6,127
Intangible Assets, net 61,277 108,725
Total Other Assets 64,486 114,852
Total Assets 97,107 162,606
Current Liabilities    
Accounts payable 272,078 267,435
Accrued interest 36,363 19,358
Accrued payroll and tax expenses 9,852 13,595
Due to related party 391,434 296,498
Notes payable 198,768 198,840
Current portion SBA loan 6,360 8,772
Total Current Liabilities 914,855 804,498
Long-term Liabilities    
Accrued interest long term portion 7,699 2,380
SBA loan 150,000 150,000
Total Long-term Liabilities 157,699 152,380
Total Liabilities 1,072,554 956,878
Commitments and Contingencies (Note 9) 0 0
Stockholders' Deficit    
Common Stock Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 98,170,000 of common stock as of October 31, 2024 (January 31, 2024 -98,170,000) 98,170 98,170
Additional Paid In Capital 277,471 277,471
Accumulated Deficit (1,351,088) (1,169,913)
Total Stockholders' Deficit (975,447) (794,272)
Total Liabilities and Stockholders' Deficit $ 97,107 $ 162,606
v3.24.4
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Oct. 31, 2024
Jan. 31, 2024
Condensed Consolidated Balance Sheets    
Common Stock, Par Value $ 0.001 $ 0.001
Common Stock, Shares Authorized 200,000,000 200,000,000
Common Stock, Shares Issued 98,170,000 98,170,000
Common Stock, Shares Outstanding 98,170,000 98,170,000
v3.24.4
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Condensed Consolidated Statements of Operations (Unaudited)        
Revenue $ 139,366 $ 119,160 $ 301,159 $ 362,623
Other Revenue 0 6,250 5,000 18,750
Total Revenue 139,366 125,410 306,159 381,373
Cost of Sales 25,262 30,146 65,596 67,695
Total Cost of Sales 25,262 30,146 65,596 67,695
Gross Profit 114,104 95,264 240,563 313,678
Operating Expenses        
General and Administrative Expenses 101,327 124,763 359,655 354,159
Selling Expenses 0 0 0 389
Depreciation and Amortization 20,365 19,197 59,826 56,746
Total Operating Expenses 121,692 143,960 419,481 411,294
Net Profit (Loss) from Operations (7,588) (48,696) (178,918) (97,616)
Profit (Loss) before income taxes 0 (48,696) (178,918) (97,616)
Provision for income taxes 0 0 (2,257) (3,210)
Profit (Loss) $ (7,588) $ (48,696) $ (181,175) $ (100,826)
Net Income Per Common Share - Basic and Diluted $ 0 $ 0 $ 0 $ 0
Weighted Average Number of Common Shares Outstanding -        
Basic and Diluted 98,170,000 97,286,850 98,170,000 97,286,850
v3.24.4
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Balance, shares at Jan. 31, 2023   96,945,000    
Balance, amount at Jan. 31, 2023 $ (659,545) $ 96,945 $ 152,051 $ (908,541)
Net loss for period ended April 30, 2023 (19,122) $ 0 0 (19,122)
Balance, shares at Apr. 30, 2023   96,945,000    
Balance, amount at Apr. 30, 2023 (678,667) $ 96,945 152,051 (927,663)
Balance, shares at Jan. 31, 2023   96,945,000    
Balance, amount at Jan. 31, 2023 (659,545) $ 96,945 152,051 (908,541)
Net loss for period ended April 30, 2023 (100,826)      
Balance, shares at Oct. 31, 2023   98,170,000    
Balance, amount at Oct. 31, 2023 (731,093) $ 98,170 180,104 (1,009,367)
Balance, shares at Apr. 30, 2023   96,945,000    
Balance, amount at Apr. 30, 2023 (678,667) $ 96,945 152,051 (927,663)
Net loss for period ended April 30, 2023 (33,008) $ 0 0 (33,008)
Shares issued for cash, shares   500,000    
Shares issued for cash, amount 25,000 $ 500 24,500 0
Shares issued for services, shares   675,000    
Shares issued for services, amount 3,983 $ 675 3,308 0
Balance, shares at Jul. 31, 2023   98,120,000    
Balance, amount at Jul. 31, 2023 (682,692) $ 98,120 179,859 (960,671)
Net loss for period ended April 30, 2023 (48,696) $ 0 0 (48,696)
Shares issued for services, shares   50,000    
Shares issued for services, amount 295 $ 50 245 0
Balance, shares at Oct. 31, 2023   98,170,000    
Balance, amount at Oct. 31, 2023 (731,093) $ 98,170 180,104 (1,009,367)
Balance, shares at Jan. 31, 2024   98,170,000    
Balance, amount at Jan. 31, 2024 (794,272) $ 98,170 277,471 (1,169,913)
Net loss for period ended April 30, 2023 (89,532) $ 0 0 (89,532)
Balance, shares at Apr. 30, 2024   98,170,000    
Balance, amount at Apr. 30, 2024 (883,804) $ 98,170 277,471 (1,259,445)
Balance, shares at Jan. 31, 2024   98,170,000    
Balance, amount at Jan. 31, 2024 (794,272) $ 98,170 277,471 (1,169,913)
Net loss for period ended April 30, 2023 (181,175)      
Balance, shares at Oct. 31, 2024   98,170,000    
Balance, amount at Oct. 31, 2024 (975,447) $ 98,170 277,471 (1,351,088)
Balance, shares at Apr. 30, 2024   98,170,000    
Balance, amount at Apr. 30, 2024 (883,804) $ 98,170 277,471 (1,259,445)
Net loss for period ended April 30, 2023 (84,055) $ 0 0 (84,055)
Balance, shares at Jul. 31, 2024   98,170,000    
Balance, amount at Jul. 31, 2024 (967,859) $ 98,170 277,471 (1,343,500)
Net loss for period ended April 30, 2023 (7,588) $ 0 0 (7,588)
Balance, shares at Oct. 31, 2024   98,170,000    
Balance, amount at Oct. 31, 2024 $ (975,447) $ 98,170 $ 277,471 $ (1,351,088)
v3.24.4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Cash Flows from Operating Activities:    
Net loss $ (181,175) $ (100,826)
Adjustments to reconcile net loss to net Cash used by operations    
Stock issued for services 0 0
Depreciation and amortization - cost of goods sold 5,765 4,225
Depreciation and amortization - operations 59,826 56,745
Decrease (increase) in operating assets/liabilities    
Accounts receivable, net - unbilled 2,003 23,597
Prepaid expenses 17,550 37,919
Accounts payable 4,643 (7,197)
Accrued expenses (836) (22,570)
Deferred revenue 0 (18,750)
Total Adjustments 88,951 73,969
Net cash (used in) provided by operating activities (92,224) (26,857)
Cash flows from investing activities    
Costs incurred to develop intellectual property (15,225) (15,225)
Net cash used in investing activities (15,225) (15,225)
Cash flows from financing activities    
Shares issued for cash 0 25,000
Proceeds from related party loan 98,506 0
Proceeds from notes payable, net 13,363 13,082
Net cash provided by financing activities 111,869 38,082
Net cash (decrease) increase for the period 4,420 (4,000)
Cash at beginning of period 9,647 12,750
Cash at end of period 14,067 8,750
Supplemental disclosures:    
Common Stock issued in exchange for services $ 0 $ 4,278
v3.24.4
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
9 Months Ended
Oct. 31, 2024
NATURE OF OPERATIONS AND BASIS OF PRESENTATION  
NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

KindCard, Inc. (f/k/a MWF Global Inc.) (the “Company”) was incorporated in the State of Nevada on November 18, 2016, and established a fiscal year end of January 31. On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp, a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”), pursuant to which the Company acquired (i) all of the intellectual property and operational assets (collectively, the “Assets”) of the Tendercard Division of Croesus. On July 9, 2021 the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate”) with the State of Nevada effectuate a name change (the “Name Change”). As a result of the Name Change, the Company’s name changed from “MWF Global Inc.” to “Kindcard, Inc.”. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. On January 14, 2022 Deb, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. Our symbol on OTC Markets is KCRD, CUSIP number is 49452K105.

 

The Company, through its wholly owned operating subsidiaries, Deb, Inc. and Tendercard, Inc., is an innovative FinTech and PayTech company which provides alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals. The Company believes that mobile wallet technology will ultimately grow to become the preferred method for merchants and consumers to transact at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment through our proprietary consumer app and merchant services platform, “Pay with Deb”. All funds processed through the “Pay with Deb” platform will be held in a specified trust account and recorded as a liability, all service fees related to the processing of transactions will be recognized as earned when performance obligations have been met as per ASC 606.

 

Going concern

 

These unaudited financial statements have been prepared assuming the Company will be able to continue as a going concern. To date, the Company has generated revenues from its business operations and has incurred accumulated operating losses of $1,351,088. At October 31, 2024, the Company has a working capital deficit of $882,234 and a net loss of $181,175 for the nine months ended October 31, 2024. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern from a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of October 31, 2024, the Company has issued 98,170,000 shares of common stock issued and outstanding. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended January 31, 2024 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending January 31, 2025.

Consolidation Policy

 

The accompanying condensed consolidated financial statements include the accounts of Kindcard, Inc. and its wholly owned subsidiaries, Deb, Inc. and Tendercard, Inc. All inter-company balances and transactions have been eliminated in consolidation.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. These estimates include allowance of doubtful accounts, impairment of long-lived assets, valuation of stock-based compensation and fees. Accordingly, actual results and outcomes could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Accounts Receivable - unbilled

 

We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due.

 

Prepaid expenses 

 

The Company issued 675,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated June 6, 2023 The shares were issued at $0.078 ($52,650) based on the fair value of the award at the reporting date. The Company issued 1,000,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated December 12, 2022 and (see note 10). The shares were issued at $0.0054 per share ($53,656) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given as the Company did not have an active trading market, with a par value of $0.001 per share. $106,306 in consulting fees has been accrued over the life of the twelve-month agreements with $0.00 and $17,550 recorded as prepaid expense at October 31, 2024 and January 31, 2024.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

Impairment of Long-Lived Assets

 

In accordance with ASC Topic 360, “Property, Plant, and Equipment” the Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is determined regarding a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairments during the periods ended October 31, 2024 and October 31, 2023.

 

Intangible assets

 

Intangible assets are comprised of customer relationships and brands acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. We utilize both qualitative and quantitative aspects to evaluate the impairment of our intangible assets. The Company measured the fair value of these indefinite-lived intangible assets using a replacement cost method. The fair value was estimated by projections to determine the present value of future cash flows that the asset is expected to generate over its lifetime. Our projections used in the valuation included assumptions regarding future growth rates of sales, which are based on various long-range financial and operational plans. We believe our evaluations are consistent with those a market participant would utilize.

 

Revenue Recognition

 

The Company follows ASC 606, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

Revenue is recognized when all of the following criteria are met:

 

(i) Identification of the contract, or contracts, with a customer (ii) Identification of the performance obligations in the contract (iii) Determination of the transaction price (iv) Allocation of the transaction price to the performance obligations in the contract (v) Recognition of revenue when, or as, we satisfy performance obligation

 

We currently offer the following products and services:

 

Cash Pickup – Deb, Inc., our wholly owned subsidiary, provides cash pick up services for the retail and wholesale merchants the within the North American retail market through a strategic partnership agreement, per the agreement Deb, Inc.’s partner is responsible for all aspects of the cash pickup service performance obligations. Once performance obligations have been met by the partner Deb, Inc. receives commission revenues in the following month which are recorded as earned over the life of these multiyear contracts.

Revenue Recognition (continued)

 

Tendercard Program – Tendercard, Inc., our wholly owned subsidiary, provides a stored value point of sale gift card processing solution to small and mid-sized businesses within the North American retail market. The Company’s proprietary host-based program provides real time data and accurate records of all activity related to the gift card processing account and the related monthly reporting. Fixed monthly service fee revenues are recorded monthly. Fixed annual service fee revenues are collected in arrears and recorded when as collected, no revenue is accrued or deferred at quarter ended October 31, 2024.

 

Other Revenue is related to a non-refundable fee recorded in the first quarter of fiscal year ended January 31, 2023, $25,000 was recorded as Other Revenue at January 31, 2023 with the remaining $25,000 amortized over the remainder of the initial contract term which was two years, ending January 31, 2024 and a non-refundable fee of $5,000 recorded as Other Revenue at October 31, 2024.

 

 

 

For the nine months ended

October 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Cash Pickup Commission Revenue

 

$25,574

 

 

$69,874

 

 

 

 

 

 

 

 

 

 

Tendercard Program Revenue

 

$275,585

 

 

$292,749

 

 

 

 

 

 

 

 

 

 

Other Revenue

 

$5,000

 

 

 

18,750

 

 

 

 

 

 

 

 

 

 

Total Program Revenue

 

$306,159

 

 

$381,373

 

 

Fair Value of Financial Instruments

 

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

Loss per Common Share

 

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. There are no common stock equivalents at October 31, 2024 or October 31, 2023.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or substantive enactment.

v3.24.4
ACCOUNTS RECEIVABLE Net unbilled
9 Months Ended
Oct. 31, 2024
ACCOUNTS RECEIVABLE Net unbilled  
ACCOUNTS RECEIVABLE, Net - unbilled

NOTE 2 – ACCOUNTS RECEIVABLE, Net - unbilled

 

We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due.

 

Fees are collected in arrears resulting in accounts receivable, net – unbilled and are recorded as accrued revenue at the end of each month. There are $18,554 and $20,557 in accounts receivable net of $0.00 and $0.00 allowances at October 31, 2024 and January 31, 2024, respectively.

v3.24.4
PROPERTY AND EQUIPMENT Net
9 Months Ended
Oct. 31, 2024
PROPERTY AND EQUIPMENT Net  
PROPERTY AND EQUIPMENT, Net

NOTE 3 – PROPERTY AND EQUIPMENT, Net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

 

Property and equipment, net consists of the following at:  

 

 

 

October 31,

 

 

January 31,

 

 

 

 2024

 

 

 2024

 

Merchandise and equipment: Vault

 

$10,000

 

 

$10,000

 

Merchandise and equipment: Office Equipment

 

 

4,286

 

 

 

4,286

 

Merchandise and equipment: IT Equipment

 

 

4,945

 

 

 

4,945

 

Total Cost

 

$19,231

 

 

$19,231

 

Less: accumulated depreciation

 

 

(16,022 )

 

 

(13,104 )

Property and equipment, net

 

$3,209

 

 

$6,127

 

 

Depreciation expense amounted to approximately $2,918 and $1,407 with $1,681 and $789 reclassified as cost of goods sold at October 31, 2024 and January 31, 2024, respectively. Please note that certain balances were reclassified for presentation and for consistency.

v3.24.4
INTANGIBLE ASSETS
9 Months Ended
Oct. 31, 2024
INTANGIBLE ASSETS  
INTANGIBLE ASSETS

NOTE 4 – INTANGIBLE ASSETS

  

Intangible assets

 

Intangible assets are comprised of customer relationships and brands acquired in a business combination specifically related to the Company’s Tendercard division (see Note 2) and also comprised of development costs for its proprietary payment processing “DEB Platform” through the Company’s wholly owned subsidiary, Deb, Inc. The Company amortizes intangible assets with a definitive life over their respective useful lives of 3-5 years. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company did not note any impairment at October 31, 2024 and January 31, 2024, respectively.

  

On December 21, 2021 the Company entered into a contract to develop its proprietary payment processing DEB Platform, a for a total cost of $150,000. On June 8, 2022 and October 1, 2023, the Company entered into contracts to further customize the platform for an additional cost of $89,435 for a total cost of $239,435. The Company began to amortize the asset in the third quarter of FY 2023 when it was originally scheduled to go into production but additional development was required. The platform is currently in testing, is anticipated to go into production in the fourth quarter of FY 2025 and is depreciated over 3 - 5 years.

 

 

 

October 31,

 

 

January 31,

 

 

 

2024

 

 

2024

 

Definite-lived intangible assets

 

 

 

 

 

 

Technology: DEB Platform

 

$239,435

 

 

$224,210

 

Technology: Tendercard Program

 

 

3,200

 

 

 

3,200

 

Customer Lists

 

 

9,900

 

 

 

9,900

 

Website

 

 

5,200

 

 

 

5,200

 

Trade Name

 

 

2,800

 

 

 

2,800

 

Total

 

 

260,535

 

 

 

245,310

 

Less: accumulated amortization

 

 

(199,258 )

 

 

(136,585 )

Definite-lived intangible assets, net

 

$61,277

 

 

$108,725

 

 

The following is the future estimated amortization expense related to intangible assets as of October 31, 2024:

 

Year ending January 31,

 

 

 

2025 -

 

$21,313

 

2026 -

 

 

30,660

 

2027 -

 

 

9,304

 

Total -

 

$61,277

 

v3.24.4
CURRENT LIABILITIES
9 Months Ended
Oct. 31, 2024
CURRENT LIABILITIES  
CURRENT LIABILITIES

NOTE 5 – CURRENT LIABILITIES

 

Accounts Payable

 

Accounts Payable is comprised of trade payables of $272,078 and $267,435 at October 31, 2024 and January 31, 2024, respectively.

 

Accrued Payroll & Tax Expenses

 

Balance consists of Accrued Salaries & Wages $6,423 and $6,042, Accrued Payroll Tax $899 and $303, Payroll Tax Payable of $263 and $5,905 and Accrued Income Taxes of $2,257 and $1,345 and Sales Tax Payable of $10 and $0.00 at October 31, 2024 and January 31, 2024 respectively. 

 

Accrued Interest

 

Balance consists of accrued interest notes payable of $32,792 and $19,358, accrued interest Due to Related Party of $3,571 and $615, and short-term portion of accrued interest SBA loan of $6,360 and $8,772 at October 31, 2024 and January 31, 2024.

v3.24.4
DUE TO RELATED PARTY
9 Months Ended
Oct. 31, 2024
DUE TO RELATED PARTY  
DUE TO RELATED PARTY

NOTE 6 – DUE TO RELATED PARTY

 

Due to Related Party

 

On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of October 31, 2024, $1,837 in interest has been accrued. RMR is a company owned and controlled by the Company’s CEO.

 

On May 1, 2024 the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. RMR is a company owned and controlled by the Company’s CEO. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of October 31, 2024 $1,244 in interest has been accrued for a total balance of $25,913.

On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541 beginning June 5, 2024, and a maturity date of November 16, 2025. As of October 31, 2024 $2,250 in interest has been accrued and $22,708 in payments have been made for a total balance of $54,542.

 

During the quarter ended October 31, 2024 RMR loaned an additional $20,700 to the Company in the form of short term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. As of October 31, 2024 $430 in interest has been accrued and $4,915 in payments have been made for a total balance of $16,215.RMR is a company owned and controlled by the Company’s CEO, Michael Rosen.

 

The total amount owed to the Company’s CEO as of October 31, 2024 and January 31, 2024 was $391,434 and $296,498 with accrued interest of $3,571 and $615, respectively.

v3.24.4
LOANS
9 Months Ended
Oct. 31, 2024
LOANS  
LOANS

NOTE 7 – LOANS

 

SBA Loan

 

The balance consists of Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021, with a principal balance of $150,000 and $3,160 accrued interest for a total balance of $153,160. An additional $18,793 of interest was accrued and $7,894 in installments payments have been made as of October 31, 2024, for a total balance of $164,059. The term of the note is 30 years with an interest rate of 3.75% per annum, Installment payments of $731 began April 14, 2023, and consist of interest only for the first thirty months. On March 15 the Company entered into an SBA accommodation plan with six months modification of reduced installment payments of $73, as of October 31, 2024 the accommodation plan has been extended for an additional six months.

 

Year ending January 31, 

 

2025:

 

$-

 

2026:

 

 

2,850

 

2027:

 

 

2,958

 

2028:

 

 

3,072

 

2029:

 

 

3,450

 

Thereafter

 

 

137,670

 

Total future minimum loan payments

 

$150,000

 

 

Notes Payable

 

Loans payable consists of $198,768 and $198,840 in short term loans payable at October 31, 2024 and January 31, 2024. These loans with non-related parties are unsecured and have interest rates ranging from 7% to 12% per annum and maturity dates within one to twelve months.

v3.24.4
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Oct. 31, 2024
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

On May 25, 2022, the Company and an advisor entered into an Advisory Agreement related to the development, design and build of its compliance and state licensing program related to the Company’s Deb Platform. The initial term of the agreement is six months at a rate of $5,000 per month ($30,000) with an option to renew on a month-to-month basis thereafter. The contract includes a stock grant allowing the advisor the opportunity to earn up to a total of 1,000,000 shares of common stock (the “Shares”) of the Company to be issued one year from the effective date of the agreement subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives. Effective January 31, 2023, the agreement has been suspended and placed on hold by the parties until the Company’s Deb Platform has been released, and, accordingly, the parties have agreed to cease accruing the monthly cash fees due under the agreement. Total fees earned of $40,000 in consulting fees have been recorded as of January 31, 2023, with $7,500 in accrued expenses expected to be paid in the second quarter of FY 2025. As of October 31, 2024, none of the Shares have been issued. In the event that the current suspension / hold status of the agreement is removed, the Shares could be potentially earned by and issued to the advisor in the future subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives.

 

On August 9, 2023, effective as of August 1, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant a fee of an aggregate of 200,000 restricted shares of common stock (the “Shares”) in consideration for certain financial and management consulting services to be provided by the consultant to the Company, subject to the following vesting schedule: The Shares vest as to (i) 50,000 Shares on the August 1, 2023 effective date, (ii) 50,000 Shares on the six (6) month anniversary of the Agreement, (iii) 50,000 Shares on the nine (9) month anniversary of the Agreement, and (iv) 50,000 Shares on the 12-month anniversary of the Agreement. On August 28, 2023, the Company issued 50,000 shares of common stock pursuant to this agreement. The parties agreed to terminate the agreement on January 9, 2024 and no further shares will be issued.

 

On September 15, 2023 the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. As of October 31, 2024 $1,837 in interest has been accrued for a total balance of $298,335.

 

On April 30, 2024 the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of October 31, 2024 $1,244 in interest has been accrued for a total balance of $25,913.

 

On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541 beginning June 5, 2024, and a maturity date of November 16, 2025. As of October 31, 2024 $2,250 in interest has been accrued and $22,708 in payments have been made for a total balance of $54,542. 

v3.24.4
COMMON STOCK
9 Months Ended
Oct. 31, 2024
COMMON STOCK  
COMMON STOCK

NOTE 9 – COMMON STOCK

 

The Company is authorized to issue 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

 

On January 26, 2023, the Company issued 6,500,000 shares of common stock to Brian Schultz in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to an agreement dated December 12, 2022. The shares were issued at $0.0054 per share ($34,876) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company did not have an active trading market, with a par value of $0.001 per share. $34,876 in consulting fees has been accrued over the life of the twelve-month agreement with $30,517 recorded as prepaid expense at January 31, 2023. 

 

On January 26, 2023, the Company issued 3,500,000 shares of common stock to Nicholas Cardoso in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to an agreement dated December 12, 2022. The shares were issued at $0.0054 per share ($18,780) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company does not have an active trading market, with a par value of $0.001 per share. $18,780 in consulting fees has been accrued over the life of the twelve-month agreement with $16,432 recorded as prepaid expense at January 31, 2023.

 

On June 6, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant 675,000 restricted shares of common stock in consideration for certain business and operations consulting services to be provided by the consultant to the Company.

 

On June 20, 2023, an accredited investor purchased from the Company 500,000 restricted shares of common stock at $0.05 per share for a purchase price of $25,000.

 

On August 9, 2023, effective as of August 1, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant a fee of an aggregate of 200,000 restricted shares of common stock (the “Shares”) in consideration for certain financial and management consulting services to be provided by the consultant to the Company, subject to the following vesting schedule: The Shares vest

 

 On August 9, 2023, effective as of August 1, 2023, the Company and a consultant entered into a consulting agreement (the “Agreement”) pursuant to which the Company agreed to issue to the consultant a fee of an aggregate of 200,000 restricted shares of common stock (the “Shares”) in consideration for certain financial and management consulting services to be provided by the consultant to the Company, subject to the following vesting schedule: The Shares vest as to (i) 50,000 Shares on the August 1, 2023 effective date, (ii) 50,000 Shares on the six (6) month anniversary of the Agreement, (iii) 50,000 Shares on the nine (9) month anniversary of the Agreement, and (iv) 50,000 Shares on the 12-month anniversary of the Agreement. On August 28, 2023, the Company issued 50,000 shares of common stock pursuant to this agreement. The shares were issued at $0.0059 per share ($295) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company does not have an active trading market, with a par value of $0.001 per share. $295 in consulting fees has been recorded as consulting expense at October 31, 2023. The parties agreed to terminate the agreement on January 9, 2024, and no further shares will be issued.  

v3.24.4
SUBSEQUENT EVENTS
9 Months Ended
Oct. 31, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS  

 

The Company evaluates events that occur after the period’s end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that no subsequent events require disclosure in these financial statements. 

v3.24.4
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Policies)
9 Months Ended
Oct. 31, 2024
NATURE OF OPERATIONS AND BASIS OF PRESENTATION  
Going Concern

These unaudited financial statements have been prepared assuming the Company will be able to continue as a going concern. To date, the Company has generated revenues from its business operations and has incurred accumulated operating losses of $1,351,088. At October 31, 2024, the Company has a working capital deficit of $882,234 and a net loss of $181,175 for the nine months ended October 31, 2024. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern from a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of October 31, 2024, the Company has issued 98,170,000 shares of common stock issued and outstanding. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended January 31, 2024 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending January 31, 2025.

Consolidation Policy

The accompanying condensed consolidated financial statements include the accounts of Kindcard, Inc. and its wholly owned subsidiaries, Deb, Inc. and Tendercard, Inc. All inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. These estimates include allowance of doubtful accounts, impairment of long-lived assets, valuation of stock-based compensation and fees. Accordingly, actual results and outcomes could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable - unbilled

We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due.

Prepaid expenses

The Company issued 675,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated June 6, 2023 The shares were issued at $0.078 ($52,650) based on the fair value of the award at the reporting date. The Company issued 1,000,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated December 12, 2022 and (see note 10). The shares were issued at $0.0054 per share ($53,656) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given as the Company did not have an active trading market, with a par value of $0.001 per share. $106,306 in consulting fees has been accrued over the life of the twelve-month agreements with $0.00 and $17,550 recorded as prepaid expense at October 31, 2024 and January 31, 2024.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

Impairment of Long-Lived Assets

In accordance with ASC Topic 360, “Property, Plant, and Equipment” the Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is determined regarding a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairments during the periods ended October 31, 2024 and October 31, 2023.

Intangible assets

Intangible assets are comprised of customer relationships and brands acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. We utilize both qualitative and quantitative aspects to evaluate the impairment of our intangible assets. The Company measured the fair value of these indefinite-lived intangible assets using a replacement cost method. The fair value was estimated by projections to determine the present value of future cash flows that the asset is expected to generate over its lifetime. Our projections used in the valuation included assumptions regarding future growth rates of sales, which are based on various long-range financial and operational plans. We believe our evaluations are consistent with those a market participant would utilize.

Revenue Recognition

The Company follows ASC 606, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

Revenue is recognized when all of the following criteria are met:

 

(i) Identification of the contract, or contracts, with a customer (ii) Identification of the performance obligations in the contract (iii) Determination of the transaction price (iv) Allocation of the transaction price to the performance obligations in the contract (v) Recognition of revenue when, or as, we satisfy performance obligation

 

We currently offer the following products and services:

 

Cash Pickup – Deb, Inc., our wholly owned subsidiary, provides cash pick up services for the retail and wholesale merchants the within the North American retail market through a strategic partnership agreement, per the agreement Deb, Inc.’s partner is responsible for all aspects of the cash pickup service performance obligations. Once performance obligations have been met by the partner Deb, Inc. receives commission revenues in the following month which are recorded as earned over the life of these multiyear contracts.

Tendercard Program – Tendercard, Inc., our wholly owned subsidiary, provides a stored value point of sale gift card processing solution to small and mid-sized businesses within the North American retail market. The Company’s proprietary host-based program provides real time data and accurate records of all activity related to the gift card processing account and the related monthly reporting. Fixed monthly service fee revenues are recorded monthly. Fixed annual service fee revenues are collected in arrears and recorded when as collected, no revenue is accrued or deferred at quarter ended October 31, 2024.

 

Other Revenue is related to a non-refundable fee recorded in the first quarter of fiscal year ended January 31, 2023, $25,000 was recorded as Other Revenue at January 31, 2023 with the remaining $25,000 amortized over the remainder of the initial contract term which was two years, ending January 31, 2024 and a non-refundable fee of $5,000 recorded as Other Revenue at October 31, 2024.

 

 

 

For the nine months ended

October 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Cash Pickup Commission Revenue

 

$25,574

 

 

$69,874

 

 

 

 

 

 

 

 

 

 

Tendercard Program Revenue

 

$275,585

 

 

$292,749

 

 

 

 

 

 

 

 

 

 

Other Revenue

 

$5,000

 

 

 

18,750

 

 

 

 

 

 

 

 

 

 

Total Program Revenue

 

$306,159

 

 

$381,373

 

Fair Value of Financial Instruments

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

Loss per Common Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. There are no common stock equivalents at October 31, 2024 or October 31, 2023.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or substantive enactment.

v3.24.4
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Tables)
9 Months Ended
Oct. 31, 2024
NATURE OF OPERATIONS AND BASIS OF PRESENTATION  
Summary of revenue

 

 

For the nine months ended

October 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Cash Pickup Commission Revenue

 

$25,574

 

 

$69,874

 

 

 

 

 

 

 

 

 

 

Tendercard Program Revenue

 

$275,585

 

 

$292,749

 

 

 

 

 

 

 

 

 

 

Other Revenue

 

$5,000

 

 

 

18,750

 

 

 

 

 

 

 

 

 

 

Total Program Revenue

 

$306,159

 

 

$381,373

 

v3.24.4
PROPERTY AND EQUIPMENT (Tables)
9 Months Ended
Oct. 31, 2024
PROPERTY AND EQUIPMENT Net  
Schedule of property and equipment

 

 

October 31,

 

 

January 31,

 

 

 

 2024

 

 

 2024

 

Merchandise and equipment: Vault

 

$10,000

 

 

$10,000

 

Merchandise and equipment: Office Equipment

 

 

4,286

 

 

 

4,286

 

Merchandise and equipment: IT Equipment

 

 

4,945

 

 

 

4,945

 

Total Cost

 

$19,231

 

 

$19,231

 

Less: accumulated depreciation

 

 

(16,022 )

 

 

(13,104 )

Property and equipment, net

 

$3,209

 

 

$6,127

 

v3.24.4
INTANGIBLE ASSETS (Tables)
9 Months Ended
Oct. 31, 2024
INTANGIBLE ASSETS  
Schedule Of Definite Lived Intangible Assets

 

 

October 31,

 

 

January 31,

 

 

 

2024

 

 

2024

 

Definite-lived intangible assets

 

 

 

 

 

 

Technology: DEB Platform

 

$239,435

 

 

$224,210

 

Technology: Tendercard Program

 

 

3,200

 

 

 

3,200

 

Customer Lists

 

 

9,900

 

 

 

9,900

 

Website

 

 

5,200

 

 

 

5,200

 

Trade Name

 

 

2,800

 

 

 

2,800

 

Total

 

 

260,535

 

 

 

245,310

 

Less: accumulated amortization

 

 

(199,258 )

 

 

(136,585 )

Definite-lived intangible assets, net

 

$61,277

 

 

$108,725

 

Future Estimated Amortization Expense

Year ending January 31,

 

 

 

2025 -

 

$21,313

 

2026 -

 

 

30,660

 

2027 -

 

 

9,304

 

Total -

 

$61,277

 

v3.24.4
LOANS (Tables)
9 Months Ended
Oct. 31, 2024
LOANS  
Schedule Of SBA Loan

2025:

 

$-

 

2026:

 

 

2,850

 

2027:

 

 

2,958

 

2028:

 

 

3,072

 

2029:

 

 

3,450

 

Thereafter

 

 

137,670

 

Total future minimum loan payments

 

$150,000

 

v3.24.4
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - USD ($)
3 Months Ended 9 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Total Program Revenue $ 139,366 $ 125,410 $ 306,159 $ 381,373
Tendercard Program Revenue [Member]        
Total Program Revenue     275,585 292,749
Other Revenue [Member]        
Total Program Revenue     5,000 18,750
Cash Pickup Commission Revenue [Member]        
Total Program Revenue     $ 25,574 $ 69,874
v3.24.4
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Jun. 06, 2023
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Jan. 31, 2024
Jan. 31, 2023
NATURE OF OPERATIONS AND BASIS OF PRESENTATION              
Description of business       The shares were issued at $0.078 ($52,650) based on the fair value of the award at the reporting date. The Company issued 1,000,000 shares of common stock in exchange for certain business, operations, and financial advisory services provided to the Company pursuant to agreements dated December 12, 2022 and (see note 10). The shares were issued at $0.0054 per share ($53,656) based on the current weighted average cost per share      
Weighted average cost per share   $ 0.001   $ 0.001     $ 0.001
Accumulated Deficit   $ (1,351,088)   $ (1,351,088)   $ (1,169,913)  
Amortization       $ 25,000      
Common stock, shares outstanding   98,170,000   98,170,000   98,170,000  
Issue shares of common stock for consulting services 675,000            
Prepaid expense   $ 0   $ 0   $ 17,550  
Working capital deficit   $ (882,234)   (882,234)      
Revenue Recognition       $ 25,000      
Common stock, shares issued   98,170,000   98,170,000   98,170,000  
Net loss   $ (7,588) $ (48,696) $ (181,175) $ (100,826)    
Consulting fees       106,306      
Other revenue   $ 0 $ 6,250 $ 5,000 $ 18,750    
v3.24.4
ACCOUNTS RECEIVABLE Net unbilled (Details Narrative) - USD ($)
Oct. 31, 2024
Jan. 31, 2024
ACCOUNTS RECEIVABLE Net unbilled    
Accounts receivable, net - unbilled $ 18,554 $ 20,557
Allowance for bad debt $ 0 $ 0
v3.24.4
PROPERTY AND EQUIPMENT Net (Details) - USD ($)
Oct. 31, 2024
Jan. 31, 2024
Total Cost $ 19,231 $ 19,231
Less: accumulated depreciation (16,022) (13,104)
Property and equipment, net 3,209 6,127
Merchandise and equipment: Vault [Member]    
Total Cost 10,000 10,000
Merchandise and equipment: Office Equipment (Member]    
Total Cost 4,286 4,286
Merchandise and equipment: IT Equipment [Member]    
Total Cost $ 4,945 $ 4,945
v3.24.4
PROPERTY AND EQUIPMENT Net (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Oct. 31, 2024
Jan. 31, 2024
PROPERTY AND EQUIPMENT Net    
Depreciation expense $ 2,918 $ 1,407
Cost of goods sold $ 1,681 $ 789
v3.24.4
INTANGIBLE ASSETS (Details) - USD ($)
Oct. 31, 2024
Jan. 31, 2024
Total $ 260,535 $ 245,310
Less: accumulated amortization (199,258) (136,585)
Definite-lived intangible assets, net 61,277 108,725
Website [Member]    
Total 5,200 5,200
Trade Names [Member]    
Total 2,800 2,800
Technology DEB Platform [Member]    
Total 239,435 224,210
Technology Tendercard Program [Member]    
Total 3,200 3,200
Customer Lists [Member]    
Total $ 9,900 $ 9,900
v3.24.4
INTANGIBLE ASSETS (Details 1) - USD ($)
Oct. 31, 2024
Jan. 31, 2024
INTANGIBLE ASSETS    
2025 $ 21,313  
2026 30,660  
2027 9,304  
Total $ 61,277 $ 108,725
v3.24.4
INTANGIBLE ASSETS (Details Narrative) - USD ($)
9 Months Ended
Oct. 31, 2024
Jun. 08, 2022
Dec. 21, 2021
Proprietary payment     $ 150,000
Additional cost   $ 89,435  
Total cost   $ 239,435  
Bottoms [Member]      
Estimated useful life 3 years    
Depreciation period 3 years    
Tops [Member]      
Estimated useful life 5 years    
Depreciation period 5 years    
v3.24.4
CURRENT LIABILITIES (Details Narrative) - USD ($)
Oct. 31, 2024
Jan. 31, 2024
Trade payables $ 272,078 $ 267,435
Accrued Salaries and Wages 6,423 6,042
Accrued Payroll Tax 899 303
Accrued Income Taxes 2,257 1,345
Payroll Tax Payable 263 5,905
Sales Tax Payable 10 0
Accrued interest 9,852 13,595
Accrued interest SBA loan 6,360 8,772
Due to Related Party [Member]    
Accrued interest 3,571 615
Notes Payable [Member]    
Accrued interest $ 32,792 $ 19,358
v3.24.4
DUE TO RELATED PARTY (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
May 17, 2024
Oct. 31, 2024
Jan. 31, 2024
Sep. 15, 2023
Due to related party   $ 25,913    
Interest rate, per annum   10.00%    
Maturity date   Dec. 31, 2024    
Issued promissory note   $ 24,669    
Convetible promissory note interest rate   1.00%    
Accrued interest   $ 9,852 $ 13,595  
Accrued interest   36,363 19,358  
Unsecured Debt [Member]        
Consideration loan $ 75,000      
Due to related party   54,542    
Interest rate, per annum 6.00%      
Monthly installments $ 4,541      
Maturity date Nov. 16, 2025      
Issued promissory note $ 75,000      
Accrued interest   2,250    
Repayment of related party debt   22,708    
Promissory Note [Member]        
Accrued interest   1,244    
CEO [Member]        
Due to related party   391,434 296,498  
Accrued interest   $ 3,571 $ 615  
Conversion price   $ 0.01    
RMR Management Group, LLC [Member]        
Proceed from loan   $ 20,700    
Due to related party, gross   296,498   $ 296,498
Due to related party   $ 16,215    
Interest rate, per annum   10.00%    
Maturity date   December 31, 2024    
Convertible Promissory Note   $ 24,669    
Accrued interest   430    
Repayment of related party debt   $ 4,915    
RMR Management Group, LLC [Member] | Bottoms [Member]        
Interest rate, per annum   6.00%    
RMR Management Group, LLC [Member] | Tops [Member]        
Interest rate, per annum   10.00%    
RMR Management Group, LLC [Member] | CEO [Member]        
Accrued interest   $ 1,837    
v3.24.4
LOAN (Details)
Oct. 31, 2024
USD ($)
LOANS  
2025 $ 0
2026 2,850
2027 2,958
2028 3,072
2029 3,450
Thereafter 137,670
Total future minimum loan payments $ 150,000
v3.24.4
LOAN (Details Narrative) - USD ($)
9 Months Ended
Oct. 31, 2024
Mar. 15, 2024
Jan. 31, 2024
Jun. 07, 2021
Accured interest $ 36,363   $ 19,358  
Reduced installment payments amount   $ 73    
Bottoms [Member]        
Interest rate 7.00%      
Tops [Member]        
Interest rate 12.00%      
SBA Loan [Member]        
Total balance Principal and accrued interest       $ 153,160
Accured interest $ 7,894     3,160
Debt term 30 years      
Interest rate 3.75%      
Installments payments $ 731      
Additional interest 18,793      
Total balance 164,059      
Loans payable $ 198,768   $ 198,840  
Principal balance       $ 150,000
v3.24.4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Aug. 09, 2023
May 17, 2024
Sep. 15, 2023
Oct. 31, 2024
Jan. 31, 2024
Jan. 31, 2023
May 25, 2022
Accured interest       $ 36,363 $ 19,358    
Outstanding total balance       25,913      
Issued promissory note       $ 24,669      
Interest rate, per annum       10.00%      
Due to related party       $ 25,913      
Maturity date       Dec. 31, 2024      
Common stock issued       98,170,000 98,170,000    
Accrued interest       $ 9,852 $ 13,595    
Unsecured Debt [Member]              
Consideration loan   $ 75,000          
Issued promissory note   $ 75,000          
Interest rate, per annum   6.00%          
Due to related party       54,542      
Monthly installments   $ 4,541          
Maturity date   Nov. 16, 2025          
Accrued interest       2,250      
Repayment of related party debt       22,708      
Promissory Note [Member]              
Accured interest       1,244      
RMR Management Group, LLC [Member]              
Accrued interest       1,837      
Outstanding total balance       $ 298,335      
Interest rate, per annum       10.00%      
Due to related party       $ 16,215      
Description, Convertible Promissory Note     the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company        
Conversion price of note into company common stock     $ 0.01        
Accrued interest       430      
Repayment of related party debt       $ 4,915      
Consultant [Member]              
Issue of restricted shares of common stock 200,000            
Vested number of share 50,000            
Vested number of share agreement description The Shares vest as to (i) 50,000 Shares on the August 1, 2023 effective date, (ii) 50,000 Shares on the six (6) month anniversary of the Agreement, (iii) 50,000 Shares on the nine (9) month anniversary of the Agreement, and (iv) 50,000 Shares on the 12-month anniversary of the Agreement            
Compliance and state licensing program [Member]              
Common stock issued             1,000,000
Monthly installment             $ 5,000
Accrued expenses           $ 7,500  
Consulting fees           $ 40,000  
v3.24.4
COMMON STOCK (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended 12 Months Ended
Aug. 09, 2023
Jun. 06, 2023
Jan. 26, 2023
Oct. 31, 2024
Oct. 31, 2023
Jan. 31, 2024
Jun. 20, 2023
Jan. 31, 2023
Common Stock, Par Value       $ 0.001   $ 0.001    
Common stock, shares authorized       200,000,000   200,000,000    
Issue shares of common stock for consulting services   675,000            
Shares issued for business acquisition     $ 34,876          
Weighted average cost per share       $ 0.001       $ 0.001
Stock price per share             $ 0.05  
Weighted average cost per share other     $ 0.0054          
Prepaid expenses               $ 30,517
Consulting fee       $ 34,876        
Prepaid expenses       0   $ 17,550    
Consultant [Member]                
Share issued price $ 0.0059              
Consulting expense         $ 295      
Issue of restricted shares of common stock 200,000              
Vested number of share agreement description The Shares vest as to (i) 50,000 Shares on the August 1, 2023 effective date, (ii) 50,000 Shares on the six (6) month anniversary of the Agreement, (iii) 50,000 Shares on the nine (9) month anniversary of the Agreement, and (iv) 50,000 Shares on the 12-month anniversary of the Agreement. On August 28, 2023, the Company issued 50,000 shares of common stock pursuant to this agreement              
Weighted average cost per share $ 0.001              
Weighted average cost $ (295)              
Investor [Member]                
Restricted shares     6,500,000       500,000  
Total purchase price             $ 25,000  
Nicholas Cardoso [Member]                
Restricted shares     3,500,000          
Shares issued for business acquisition     $ 18,780          
Weighted average cost per share     $ 0.0054         $ 0.001
Consulting fee       $ 18,780        
Prepaid expenses               $ 16,432

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