KCRD 10-Q
Kindcard, Inc. (KCRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
MWF GLOBAL INC.
Baccuit Sur, Bauang, La Union, Philippines, 02501
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A |
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. ☒
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 ☒
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 | ☐ |
☒ | Smaller reporting company | ||
(Do not check if a 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).
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ Yes ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of December 20, 2021, there were
Explanatory Note
The Registrant is unable to file this Form 10-Q for the period ended October 31, 2021 with the consent of its independent auditor. The Company has not finalized the presentation of the financial statements and subsequent events in the Form 10-Q. The Company announced that the Stock Purchase Agreement (the “Agreement”), dated June 7, 2021 closed on or about September 10, 2021 and the Company is unable to value the 8,000,000 shares issued pursuant to that Stock Purchase Agreement.
2 |
TABLE of CONTENTS
| 4 |
| ||
|
|
|
|
|
| 4 |
| ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 12 |
| |
| 13 |
| ||
| 13 |
| ||
|
|
|
|
|
| 14 |
| ||
|
|
|
|
|
| 14 |
| ||
| 14 |
| ||
| 14 |
| ||
| 14 |
| ||
| 14 |
| ||
| 14 |
| ||
| 16 |
| ||
| 3 |
| Table of Contents |
PART I—FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
KINDCARD, INC.
(Formerly MWF Global Inc.)
FINANCIAL STATEMENTS
October 31, 2021
| 5 |
| |
|
|
| |
| 6 |
| |
|
|
| |
| 7 |
| |
|
|
| |
| 8 |
| |
|
|
| |
| 9 |
|
| 4 |
| Table of Contents |
KINDCARD, INC.
(Formerly MWF Global Inc.)
CONDENSED BALANCE SHEETS
|
| October 31, 2021 |
|
| January 31, 2021 |
| ||
|
| (Unaudited) |
|
|
|
| ||
|
| |||||||
ASSETS |
| |||||||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Due to related parties |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
| ||
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Common stock |
|
|
|
|
|
|
|
|
Authorized |
|
|
|
|
|
| ||
Additional paid-in capital |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ DEFICIT |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these condensed financial statements.
| 5 |
| Table of Contents |
KINDCARD, INC.
(Formerly MWF Global Inc.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
| Three months ended October 31, 2021 |
|
| Three months ended October 31, 2020 |
|
| Nine months ended October 31, 2021 |
|
| Nine months ended October 31, 2020 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING EXPENSES |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE – BASIC AND DILUTED |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The accompanying notes are an integral part of these condensed financial statements.
| 6 |
| Table of Contents |
KINDCARD, INC.
(Formerly MWF Global Inc.)
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD ENDED OCTOBER 31, 2021
(Unaudited)
|
| Common Stock |
|
| Additional |
|
|
|
|
|
|
| ||||||||
|
| Number of shares |
|
| Amount |
|
| Paid-in Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance, January 31, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended April 30, 2021 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended July 31, 2021 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000,000 shares issued September 21, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended October 31, 2021 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
FOR THE PERIOD ENDED OCTOBER 31, 2020
(Unaudited)
|
| Common Stock |
|
| Additional |
|
|
|
|
|
|
| ||||||||
|
| Number of shares |
|
| Amount |
|
| Paid-in Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance, January 31, 2020 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended April 30, 2020 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended July 31, 2020 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2020 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended October 31, 2020 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2020 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
The accompanying notes are an integral part of these condensed financial statements.
| 7 |
| Table of Contents |
KINDCARD, INC.
(Formerly MWF Global Inc.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Nine months ended October 31, 2021 |
|
| Nine months ended October 31, 2020 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss for the period |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
Expenses paid by related parties |
|
|
|
|
|
| ||
Changes in operating assets and liabilities |
|
|
|
|
|
|
| |
Accounts payable |
|
|
|
|
| ( | ) | |
Prepaid expenses |
|
| ( | ) |
|
| |
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Shares issued re: prepaid |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD |
|
| 43 |
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
| $ |
|
| $ |
| ||
Income taxes |
| $ |
|
| $ | - |
| |
The accompanying notes are an integral part of these condensed financial statements.
| 8 |
| Table of Contents |
KINDCARD, INC. (Formerly MWF Global Inc.) NOTES TO CONDENSED FINANCIAL STATEMENTS |
OCTOBER 31, 2021 (unaudited) |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Formerly MWF Global Inc. (now known as Kindcard, Inc. the “Company”) was incorporated in the State of Nevada as a for-profit company on November 18, 2016, and established a fiscal year end of January 31. The Company was 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 web site and to establish other distribution channels. On June 7, 2021, the Company (“Buyer”) entered into a Stock Purchase Agreement with KindCard, Inc., a Massachusetts corporation (“KindCard”) and Croesus Holdings Corp, a Massachusetts corporation (jointly hereinafter, “Seller”).
On September 16, 2021, the Company announced that the Stock Purchase Agreement, dated June 7, 2021 closed on or about September 10, 2021. The Company issued 8,000,000 shares of common stock. Subsequent to this closing, KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. An unwinding of the agreement or some type of settlement will occur.
On June 16, 2021, Michael Rosen was appointed as a Director of the Company. On June 30, 2021, concurrent with William D Mejia’s resignation as Director, President, Secretary, Treasure and Principal Executive and Financial Officer of the Company, Mr. Michael Rosen has been appointed the President, Secretary and Treasurer of the Company.
The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these consolidated financial statements as a result of this matter.
Going concern
To date the Company has generated revenues from its business operations and has incurred operating losses since inception of $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – Unaudited Financial Statements
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, 2021 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 three and nine months ended October 31, 2021 are not necessarily indicative of the results that may be expected for the year ending January 31, 2022.
| 9 |
| Table of Contents |
KINDCARD, INC. (Formerly MWF Global Inc.) NOTES TO CONDENSED FINANCIAL STATEMENTS |
OCTOBER 31, 2021 (unaudited) |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
Revenue Recognition
The Company recognizes revenue in accordance with ASC topic 606 “Revenue from contracts with customers”, and other applicable revenue recognition guidance under US GAAP. The Company recognizes revenue in accordance with ASC topic 606 “Revenue from contracts with customers, and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) approval of both parties, (ii) the goods or services associated with transaction must be identified, (iii) identification of payment terms (iv) the contract has commercial substance, and (v) collection of payment is probable — generally when products are shipped to the customer and goods are shipped, except in situations in which title passes upon receipt of the products by the customer. Revenue consists of revenue earned for the sale of the Company’s product and revenue is recognized at the time the product is shipped to the customer.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities.
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.
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.
Stock-based Compensation
The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at October 31, 2021 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
| 10 |
| Table of Contents |
KINDCARD, INC. (Formerly MWF Global Inc.) NOTES TO CONDENSED FINANCIAL STATEMENTS |
OCTOBER 31, 2021 (unaudited) |
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
NOTE 3 – COMMON STOCK
The Company is authorized to issue
The Company issued
NOTE 4 – RELATED PARTY TRANSACTIONS
During the nine-month period ended October 31, 2021, the former CEO advanced the Company $
On October 30, 2021 the former CEO sold/assigned their shareholder loan of $
Effective June 3, 2021, RMR Management LLC, 5600 Saint Annes Way, Boca Raton FL, entered into a Share Purchase Agreement with Willian D. Mejia. RMR Management LLC purchased
NOTE 5 – STOCK PURCHASE AGREEMENT
On June 7, 2021, the Company entered into a Stock Purchase Agreement with KindCard, Inc., a Massachusetts corporation (“KindCard”) and Croesus Holdings Corp, a Massachusetts corporation. On September 16, 2021, the Company announced that the Stock Purchase Agreement, dated June 7, 2021 closed on or about
NOTE 6 – SUBSEQUENT EVENTS
Subsequent to the period, KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. An unwinding of the agreement or some type of settlement will occur.
| 11 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Results of Operations
For the three-month periods ended October 31, 2021 and October 31, 2020 we had no revenues. . Expenses for the three-month period ended October 31, 2021 totaled $$11,002 resulting in a net loss of $11,002. The net loss for the three-month period ended October 31, 2021 is the result of expenses of $11,002, comprised of professional fees of $8,880; transfer agent expenses of $1,557 and filing fees of $565. Expenses for the three-month period ended October 31, 2020 totaled $5,248 resulting in a net loss of $5,248. The net loss for the three-month period ended October 31, 2020 is the result of expense of $5,248, comprised of professional fees of $3,560; transfer agent expenses of $571; filing fees of $1,000; and bank service charges of $117.
For the nine-month periods ended October 31, 2021 we had no revenues as compared to revenues of $63 for the nine-month period ended October 31, 2020 Expenses for the nine-month period ended October 31, 2021 totaled $34,057 resulting in a net loss of $34,057. The net loss for the nine-month period ended October 31, 2021 is the result of expenses of $34,057, comprised of professional fees of $21,380; filing fees of $1,200; transfer agent fees of $11,151; website expense of $74; and bank service charges of $252. Expenses for the nine-month period ended October 31, 2020 totaled $17,857 resulting in a net loss of $17,794. The net loss for the nine-month period ended October 31, 2020 is the result of expense of $17,857, comprised of professional fees of $14,560; filing fees of $1,500; transfer agent expenses of $1,236; and bank service charges of $561; less revenues of $63.
Liquidity and Capital Resources
We have recently generated increased revenues to date and anticipate until we generate a more rapid growth in revenues, we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, and cash received in our initial offering, we have not had any additional funding. We must raise cash to implement our strategy and stay in business. Our current president has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.
As of October 31, 2021 we had $92 in cash and $22,240 in prepaid expenses and $129,410 due to related parties. Total liabilities as of October 31, 2021, were $131,068 compared to $96,963 in total liabilities at January 31, 2021. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of October 31, 2021, the Company owed $107,254 (January 31, 2021; $95,629) to a current shareholder assigned/transferred by William Mejia (“former CEO”) and $22,146 to its current Chief Executive Officer.
During the nine-month period ended October 31, 2021, the former CEO advanced the Company $300 and paid expenses of $10,106 on behalf of the Company. The total amount owed to the former CEO as of October 31, 2021 was $106,035 (January 31, 2021 - $95,629). The current CEO paid expenses of $22,146 on behalf of the Company. The total amount to the current CEO as of October 31, 2021 was $22,146. The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.
On October 30, 2021 the former CEO sold/assigned their shareholder loan of $106,035 to a separate shareholder of the Company. This related party also paid $1,230 in expense for the Company. The balance due is $107,245. The balance due is unsecured and non-interest-bearing with no set terms of repayment
| 12 |
| Table of Contents |
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
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, 2021, 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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| 13 |
| Table of Contents |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
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. Mining Safety Disclosures.
None
Item 5. Other Information.
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.
The Company issued 8,000,000 shares of common stock at closing, to KindCard, Inc. and Croesus Holdings Corp (the “Sellers”),. Value of shares ($0.00278) are based on the last transaction of price per share in a private transaction.
| 14 |
| Table of Contents |
Changes in Control of Registrant
Effective June 3, 2021, RMR Management LLC, 5600 Saint Annes Way, Boca Raton FL, entered into a Share Purchase Agreement with Willian D. Mejia. RMR Management LLC purchased 54,000,000 shares of common Stock from Mr. Mejia for a total purchase price of $150,000. Mr. Michael Rosen of RMR Management has sole voting and dispositive power over the shares purchase from his personal funds.
On June 16, 2021 Michael Rosen was appointed as a Director of the Company. On June 30, 2021, concurrent with William D Mejia’s resignation as Director, President, Secretary, Treasure and Principal Executive and Financial Officer of the Company, Mr. Michael Rosen has been appointed the President, Secretary and Treasurer of the Company.
Entry into a Material Definitive Agreement
On June 7, 2021, the Company (“Buyer”) entered into a Stock Purchase Agreement with KindCard, Inc., a Massachusetts corporation (“KindCard”) and Croesus Holdings Corp, a Massachusetts corporation (jointly hereinafter, “Seller”).
The aggregate purchase price for the Purchased Assets shall be $8,000,000, (the “Purchase Price”). The Purchase Price shall be paid by the issuance of eight million (8,000,000) shares of common stock of Buyer (the “Buyer Stock Issuance”). The Buyer Stock Issuance in connection with the Purchase Price shall be valued at $1.00 per share of common stock. If the per share price of a share of Buyer’s common stock is less than the Buyer Stock Issuance Value of One Dollar ($1.00) per share, the Buyer shall be obligated to issue additional shares of Buyer’s common stock (the “Buyer Stock True-up”) such that the combined value of the Buyer Stock Issuance and the Buyer Stock True-up provides Seller with the number of shares of Buyer’s common stock equal in value to the Purchase Price. If the Buyer Stock True-up is required, the Buyer shall be obligated to issue the Buyer Stock True-up within thirty (30) days of the Measurement Date utilizing the share price at the market close on the Measurement date to calculate the number of additional shares for the Buyer Stock True-up.
The Stock Purchase Agreement, dated June 7, 2021 closed on or about September 10, 2021. MWF Global issued 8,000,000 shares of common stock. At closing, KindCard, Inc. and Croesus Holdings Corp (the “Sellers”), sold to MWF Global Inc., all of the intellectual property and operational assets in the Tendercard division of Croesus Holdings Corp. and all shares of stock in KindCard
On September 16, 2021, the Company filed a Form 8-K. Under item 2.01 of this Form 8-K the Company announced that the Stock Purchase Agreement, dated 6/7/21 closed on or about September 10, 2021. The Company issued 8,000,000 shares of common stock. At closing, KindCard, Inc. and Croesus Holdings Corp (the “Sellers”), sold to the Company, all of the intellectual property and operational assets in the Tendercard division of Croesus Holdings Corp and all shares of stock in KindCard.
Subsequent to this closing, KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. An unwinding of the agreement or some type of settlement will occur. The Company will be licensing the software from a third party that supports industry standards.
| 15 |
| Table of Contents |
Item 6. Exhibits.
EXHIBIT INDEX
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
31.2 |
| Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 * |
|
|
|
| ||
|
|
|
32.2 |
| 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). |
____________
[2] Incorporate by reference from the Company’s S-1 filed with the Commission on July 24, 2017
* Included in Exhibit 31.1
** Included in Exhibit 32.1
| 16 |
| 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. (formerly MWF Global Inc.) | |||
| (Registrant) |
| |
Date: December 20, 2021 | By: | /s/ Michael Rosen | |
|
| Michael Rosen | |
President and Director | |||
Principal and Executive Officer | |||
|
| Principal Financial Officer |
|
|
| Principal Accounting Officer |
|
| 17 |