KCRD 10-K
Kindcard, Inc. (KCRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from ____ to ____
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
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| N/A |
Securities registered pursuant to section 12(g) of the Act:
Common stock, par value $0.001 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
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, if any, 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). ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☐ | |
Accelerated filer | ☐ | Smaller reporting company | |
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| 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 Act).
As of July 31, 2022, the last business day of the Registrant’s most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was $
As of May 16, 2023, there were
KINDCARD, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PART I
FORWARD-LOOKING STATEMENTS
THIS ANNUAL REPORT ON FORM 10-K CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”). FORWARD-LOOKING STATEMENTS DISCUSS MATTERS THAT ARE NOT HISTORICAL FACTS. CERTAIN STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE “FORWARD LOOKING STATEMENTS”. WHEN THE WORDS “BELIEVES”, “ANTICIPATES”, “INTENDS”, “EXPECTS”, “PLANS”, “SEEKS”, “PROJECTS”, “ESTIMATES” AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE, ARE BASED ON VARIOUS UNDERLYING ASSUMPTIONS AND CURRENT EXPECTATIONS ABOUT THE FUTURE AND ARE NOT GUARANTEES. SUCH STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVEL OF ACTIVITY, PERFORMANCE OR ACHIEVEMENT TO BE MATERIALLY DIFFERENT FROM THE RESULTS OF OPERATIONS OR PLANS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
WE CANNOT PREDICT ALL OF THE RISKS AND UNCERTAINTIES. ACCORDINGLY, SUCH INFORMATION SHOULD NOT BE REGARDED AS REPRESENTATIONS THAT THE RESULTS OR CONDITIONS DESCRIBED IN SUCH STATEMENTS OR THAT OUR OBJECTIVES AND PLANS WILL BE ACHIEVED, AND WE DO NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY OF THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE FOUND AT VARIOUS PLACES THROUGHOUT THIS ANNUAL REPORT ON FORM 10-K AND INCLUDE INFORMATION CONCERNING POSSIBLE OR ASSUMED FUTURE RESULTS OF OUR OPERATIONS, INCLUDING STATEMENTS ABOUT POTENTIAL ACQUISITION OR MERGER TARGETS; BUSINESS STRATEGIES; FUTURE CASH FLOWS; FINANCING PLANS; PLANS AND OBJECTIVES OF MANAGEMENT; ANY OTHER STATEMENTS REGARDING FUTURE ACQUISITIONS, FUTURE CASH NEEDS, FUTURE OPERATIONS, BUSINESS PLANS AND FUTURE FINANCIAL RESULTS, AND ANY OTHER STATEMENTS THAT ARE NOT HISTORICAL FACTS.
THESE FORWARD-LOOKING STATEMENTS REPRESENT OUR INTENTIONS, PLANS, EXPECTATIONS, ASSUMPTIONS AND BELIEFS ABOUT FUTURE EVENTS AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS. MANY OF THOSE FACTORS ARE OUTSIDE OF OUR CONTROL AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS EXPRESSED OR IMPLIED BY THOSE FORWARD-LOOKING STATEMENTS. IN LIGHT OF THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS, THE EVENTS DESCRIBED IN THE FORWARD-LOOKING STATEMENTS MIGHT NOT OCCUR OR MIGHT OCCUR TO A DIFFERENT EXTENT OR AT A DIFFERENT TIME THAN WE HAVE DESCRIBED. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THE ANNUAL REPORT ON FORM 10-K. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING OTHER MATTERS ADDRESSED IN THIS ANNUAL REPORT ON FORM 10-K AND ATTRIBUTABLE TO US OR ANY PERSON ACTING ON OUR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS CONTAINED OR REFERRED TO IN THIS ANNUAL REPORT ON FORM 10-K.
EXCEPT TO THE EXTENT REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, A CHANGE IN EVENTS, CONDITIONS, CIRCUMSTANCES OR ASSUMPTIONS UNDERLYING SUCH STATEMENTS, OR OTHERWISE.
Unless otherwise indicated, references to “we”, “us”, “our”, “Company”, “MWF Global Inc.”, “Kindcard”, and “KCRD” mean Kindcard, Inc. and its subsidiaries, and references to “fiscal” mean the Company’s fiscal year ended January 31. References to the “parent company” mean Kindcard, Inc.
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PART I
ITEM 1. BUSINESS
General
Unless the context otherwise requires, in this report, the terms “Kindcard”, “Company”, “KCRD”, “us”, “we”, or “our” refers to Kindcard, Inc., a Nevada corporation, and its subsidiaries. The Company’s principal office is located at 1001 Yamato Road, #100, Boca Raton, Florida, 33431. The Company’s telephone number is (888) 888-0708. The Company’s websites are: www.kindcard.com, www.paywithdeb.com, and www.thetendercard.com. The Company reports its operations using a fiscal year ending January 31, and the operations reported on this Form 10-K are presented on a consolidated basis.
The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, registration statements and other items with the Securities and Exchange Commission (“SEC”). In this Annual Report on Form 10-K, the language “this fiscal year” or “current fiscal year” refers to the 12-month period ended January 31, 2023.
In addition, the public may read and copy any materials the Company’s files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site ( www.sec.gov ) that contains reports, proxy and information statements regarding issuers, like the Company, that file electronically with the SEC.
Company History
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 “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 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.”. 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 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 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. As a result of the name change, our symbol was changed to “KCRD” following the Notification Period.
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Business Overview
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”.
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. By using Deb Tokens to transact with customers, suppliers, vendors, and employees, businesses can send and receive money without using traditional banking infrastructure or credit card rails. For businesses, Pay with Deb eliminates the transaction fees associated with traditional payment processors at the point of sale. For the consumer, Pay with Deb transactions at the point of sale only appear on the mobile wallet’s statement, not bank or credit card statements, offering additional privacy to the customer.
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 payment gateway and can be used with a dedicated terminal, or with Pax, and Dejavoo terminals.
Kindcard 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, Kindcard aims to grow its user base and merchant network exponentially over the next two years.
Recent Developments
Deb, Inc.’s “Pay With Deb” consumer app was recently approved by the Apple and Google stores and is now live and ready for final beta testing to move to a fully operable alternative payments platform both in-store and online.
Tendercard, Inc. is finalizing the upgrade of all of its servers to be able to guarantee a 99.9% uptime for all of its subscribers. Tendercard, Inc. has also entered into an agreement with The Restaurant Heroes Franchisor Group (“Restaurant Heroes”) pursuant to which Restaurant Heroes may offer its franchisee’s the ability to market Tendercard, Inc.’s “Tendercard Gift and Loyalty” platform through Restaurant Heroes’ franchisee consultants and restaurant clients nationwide.
Market Analysis
The Company is well positioned with the build out of its innovative payment technology and believes with the domination of ecommerce, decriminalization of certain products, not to mention launch of very innovative platforms like web3 and blockchain the payments industry is ripe for disruption because the sheer numbers of new, underbanked businesses are exploding. Management believes that traditional banking is antiquated, unable, unwilling to work with the inherent risk that comes with any innovative company pushing the boundaries of a new way to pay for goods and services. The everyday merchant is tired of high fees, friendly fraud, cryptic algorithms, reserves, chargebacks and lack of trust with current institutions while the consumer is levied service charges and fees for mediocre service. Management believes that both the merchant and its consumers are very open to new payment technologies that allow for ease of in person and online purchases in a very secure environment and high level of trust with its launch of Pay with Deb and relaunch of its Tendercard gift card closed loop payment technologies.
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Sales and Marketing
In Q3 2023, both Deb, Inc. and Tendercard, Inc. plan to launch marketing campaigns in their respective business verticals industry-wide.
Deb, Inc. will be focusing its efforts on both online and in-store merchants looking for an alternative payments platform to the traditional credit card payment platforms for low and high risk merchants.
Tendercard, Inc. will focus its efforts along with its resellers to focus on all merchant types that are seeking to integrate a simple and cost effective Gift and Loyalty platform in time for the 2023 holiday season.
Competition
The payments industry is exploding with new technology mainly focused on the launch of new payment card types and singular payment platforms for specific industries like Alipay, Paypal, Apple Pay, Goggle Pay and others. The Company has focused its efforts on the build out of a nationwide closed loop platform that can be securely used in multiple environments and across all merchant type classifications. It is designed to be safer for business and consumers to transact with an alternative to cash, credit cards and checks.
Competitive Advantages
The Company’s two wholly owned subsidiaries are uniquely positioned in the payments industry. Deb, Inc. is an “alternative payment” platform to traditional payments made via traditional credit cards both in-store or online. Its “Pay With Deb Wallet” allows consumer payments to be made directly to Deb, Inc. merchants in a total closed-loop environment reducing the high cost merchants pay for acceptance of credit cards. Tendercard, Inc. is a simple and cost effective Gift and Loyalty platform which allows merchants to issue gift cards online and at the point-of-sale. Merchant advantages include one monthly fee for unlimited gift card acceptance, total control of the funds received from gift card sales, and a robust back office account system and consumer marketing platform to market to their gift card holders.
Industry Overview
The payments industry is dominated by a small number of major players, i.e., Visa, MasterCard, Discover and American Express. Each of these issuers allow for processing through a crowded field of processing platforms for credit card acceptance in-store and online. These issuers set interchange, the established cost for accepting credit/debit cards worldwide. In recent years, there has been a significant consolidation of the processing industry which in turn has decreased the competitiveness of the payments industry leaving merchants with few options for payments acceptance.
Growth Strategies
We intend to offer our Pay With Deb and Tendercard suite of alternative payment platforms to in-store and online merchants through a selected group of resellers nationwide. We believe that our alternative payment platforms will be well received by resellers in the payments industry as they offer resellers additional revenue sources which complement their current traditional offering of payments. In the planned launch of our marketing campaigns, we hope to attract new resellers along with independent software developers looking to integrate our platforms to their point-of-sale software.
Research and Development
We are continuously in the process of identifying and/or developing potential new products and services to offer to our customers. Our expenditures on research and development have historically been small and immaterial compared to our other business expenditures.
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Intellectual Property
The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.
Government Regulation
Deb, Inc., through its Pay With Deb payments wallet and closed loop merchant platform, does come under government MSB/MTR regulations relative to loading of the Pay With Deb Wallet and the transfer of funds from the Wallet to in-store and online merchants. The Company has engaged an BSA/AML advisor that has reviewed all the MSB governing rules and regulations relative to Deb, Inc. and has written a comprehensive internal analysis and protocol to be implemented and strictly followed by the Company.
M&A Strategy
In Q2 2023, the Company launched an M&A strategy to identify high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition targets.
Employees
We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ two full-time employees. The Company otherwise currently relies on the services of independent contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it currently has sufficient human capital to operate its business successfully.
Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.
The health and safety of our employees is our highest priority, and this is consistent with our operating philosophy. Since the onset of the COVID-19 pandemic, employees, including our specialized technical staff, are working from home or in a virtual environment unless they have a requirement to be in the office for short-term tasks and projects.
Our Offices
Our principal executive office is located at 1001 Yamato Road, #100, Boca Raton, Florida, 33431.
Our Websites
www.kindcard.com
www.paywithdeb.com
www.thetendercard.com
Capital Stock
The Company’s capitalization consists of 200,000,000 authorized common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
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Legal Proceedings
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.
Reports to Security Holders
We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our company’s operations.
The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
ITEM 1A. RISK FACTORS
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
ITEM 2. PROPERTIES
The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings or claims to which the Company is a party, or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder, is a party adverse to the Company or has a material interest adverse to the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is not quoted on any trading platform and therefore no data is available for the periods ended January 31, 2023 and 2022.
Holders of our Common Stock
As of May 16, 2023, there were approximately fifty stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form. The stock transfer agent for our securities is Discount EDGAR & XBRL, 125 Wolf Road, Suite 100, Albany, NY 12205.
Dividends
The Company has never declared or paid any cash or stock dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company presently does not have an equity compensation plan.
Recent Sales of Unregistered Securities
On December 12, 2022, the Company entered into a corporate advisory agreement with Brian Schultz (“Schultz”) pursuant to which Schultz provides certain business, operations, and financial advisory services to the Company (the “Services”). In consideration of the Services, the Company issued to Schultz 6,500,000 restricted shares of common stock of the Company.
On December 12, 2022, the Company entered into a corporate advisory agreement with Nicholas Cardoso (“Cardoso”) pursuant to which Cardoso provides certain business, operations, and financial advisory services to the Company (the “Services”). In consideration of the Services, the Company issued to Cardoso 3,500,000 restricted shares of common stock of the Company.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Annual Report on Form 10-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
Issuer Purchases of Equity Securities
The Company has not repurchased its securities during the year ended January 31, 2023.
ITEM 6. SELECTED FINANCIAL DATA
As the Company is a Smaller Reporting Company (as defined by Rule 229.10(f)(1)), the Company is not required to provide the information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
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Company History
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 “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 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.”. 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 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 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. As a result of the name change, our symbol was changed to “KCRD” following the Notification Period.
Business Overview
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”.
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. By using Deb Tokens to transact with customers, suppliers, vendors, and employees, businesses can send and receive money without using traditional banking infrastructure or credit card rails. For businesses, Pay with Deb eliminates the transaction fees associated with traditional payment processors at the point of sale. For the consumer, Pay with Deb transactions at the point of sale only appear on the mobile wallet’s statement, not bank or credit card statements, offering additional privacy to the customer.
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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 payment gateway and can be used with a dedicated terminal, or with Pax, and Dejavoo terminals.
Kindcard 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, Kindcard aims to grow its user base and merchant network exponentially over the next two years.
Recent Developments
Deb, Inc.’s “Pay With Deb” consumer app was recently approved by the Apple and Google stores and is now live and ready for final beta testing to move to a fully operable alternative payments platform both in-store and online.
Tendercard, Inc. is finalizing the upgrade of all of its servers to be able to guarantee a 99.9% uptime for all of its subscribers. Tendercard, Inc. has also entered into an agreement with The Restaurant Heroes Franchisor Group (“Restaurant Heroes”) pursuant to which Restaurant Heroes may offer its franchisee’s the ability to market Tendercard, Inc.’s “Tendercard Gift and Loyalty” platform through Restaurant Heroes’ franchisee consultants and restaurant clients nationwide.
Market Analysis
The Company is well positioned with the build out of its innovative payment technology and believes with the domination of ecommerce, decriminalization of certain products, not to mention launch of very innovative platforms like web3 and blockchain the payments industry is ripe for disruption because the sheer numbers of new, underbanked businesses are exploding. Management believes that traditional banking is antiquated, unable, unwilling to work with the inherent risk that comes with any innovative company pushing the boundaries of a new way to pay for goods and services. The everyday merchant is tired of high fees, friendly fraud, cryptic algorithms, reserves, chargebacks and lack of trust with current institutions while the consumer is levied service charges and fees for mediocre service. Management believes that both the merchant and its consumers are very open to new payment technologies that allow for ease of in person and online purchases in a very secure environment and high level of trust with its launch of Pay with Deb and relaunch of its Tendercard gift card closed loop payment technologies.
Sales and Marketing
In Q3 2023, both Deb, Inc. and Tendercard, Inc. plan to launch marketing campaigns in their respective business verticals industry-wide.
Deb, Inc. will be focusing its efforts on both online and in-store merchants looking for an alternative payments platform to the traditional credit card payment platforms for low and high risk merchants.
Tendercard, Inc. will focus its efforts along with its resellers to focus on all merchant types that are seeking to integrate a simple and cost effective Gift and Loyalty platform in time for the 2023 holiday season.
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Competition
The payments industry is exploding with new technology mainly focused on the launch of new payment card types and singular payment platforms for specific industries like Alipay, Paypal, Apple Pay, Goggle Pay and others. The Company has focused its efforts on the build out of a nationwide closed loop platform that can be securely used in multiple environments and across all merchant type classifications. It is designed to be safer for business and consumers to transact with an alternative to cash, credit cards and checks.
Competitive Advantages
The Company’s two wholly owned subsidiaries are uniquely positioned in the payments industry. Deb, Inc. is an “alternative payment” platform to traditional payments made via traditional credit cards both in-store or online. Its “Pay With Deb Wallet” allows consumer payments to be made directly to Deb, Inc. merchants in a total closed-loop environment reducing the high cost merchants pay for acceptance of credit cards. Tendercard, Inc. is a simple and cost effective Gift and Loyalty platform which allows merchants to issue gift cards online and at the point-of-sale. Merchant advantages include one monthly fee for unlimited gift card acceptance, total control of the funds received from gift card sales, and a robust back office account system and consumer marketing platform to market to their gift card holders.
Industry Overview
The payments industry is dominated by a small number of major players, i.e., Visa, MasterCard, Discover and American Express. Each of these issuers allow for processing through a crowded field of processing platforms for credit card acceptance in-store and online. These issuers set interchange, the established cost for accepting credit/debit cards worldwide. In recent years, there has been a significant consolidation of the processing industry which in turn has decreased the competitiveness of the payments industry leaving merchants with few options for payments acceptance.
Growth Strategies
We intend to offer our Pay With Deb and Tendercard suite of alternative payment platforms to in-store and online merchants through a selected group of resellers nationwide. We believe that our alternative payment platforms will be well received by resellers in the payments industry as they offer resellers additional revenue sources which complement their current traditional offering of payments. In the planned launch of our marketing campaigns, we hope to attract new resellers along with independent software developers looking to integrate our platforms to their point-of-sale software.
Research and Development
We are continuously in the process of identifying and/or developing potential new products and services to offer to our customers. Our expenditures on research and development have historically been small and immaterial compared to our other business expenditures.
Intellectual Property
The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.
Government Regulation
Deb, Inc., through its Pay With Deb payments wallet and closed loop merchant platform, does come under government MSB/MTR regulations relative to loading of the Pay With Deb Wallet and the transfer of funds from the Wallet to in-store and online merchants. The Company has engaged an BSA/AML advisor that has reviewed all the MSB governing rules and regulations relative to Deb, Inc. and has written a comprehensive internal analysis and protocol to be implemented and strictly followed by the Company.
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M&A Strategy
In Q2 2023, the Company launched an M&A strategy to identify high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition targets.
Employees
We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ two full-time employees. The Company otherwise currently relies on the services of independent contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it currently has sufficient human capital to operate its business successfully.
Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.
The health and safety of our employees is our highest priority, and this is consistent with our operating philosophy. Since the onset of the COVID-19 pandemic, employees, including our specialized technical staff, are working from home or in a virtual environment unless they have a requirement to be in the office for short-term tasks and projects.
Our Offices
Our principal executive office is located at 1001 Yamato Road, #100, Boca Raton, Florida, 33431.
Our Websites
www.kindcard.com
www.paywithdeb.com
www.thetendercard.com
Plan of Operations
Our cash balance was $12,750 as of January 31, 2023 and $21,131 as of January 31, 2022. We believe our cash balance is not sufficient to fund our levels of operations for the next twelve months. We have been utilizing and may utilize funds from our President and Chief Executive Officer, Chairman of the Board of Directors, and majority holder of our common stock, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Mr. Rosen, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to develop and begin to implement our business plan, we will need the funding from this offering. We have generated minimal revenues to date.
Going Concern
To date the Company has generated revenues from its business operations but has an accumulated deficit of $908,541. At January 31, 2023, the Company has a working capital deficit of $686,068. 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. These 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.
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Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.
We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.
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:
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:
Kindcard provides cash pick up services for retail & wholesale merchants the within North American retail market through a strategic partnership agreement, per the agreement Kindcard’s partner is responsible for all aspects of the cash pickup services. Kindcard receives commission revenues which are recorded as earned over the life of these multiyear contracts.
Tendercard provides a stored value point of sale gift card processing solution to small and mid-sized businesses within 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. The fees are collected in arrears resulting in accounts receivable-unbilled at the end of each month. Fixed annual service fee revenues are collected in arrears and recorded accrued revenue.
Other Revenue is related to a non-refundable fee recorded in the first quarter of FY 2023 in $25,000 was recorded as Other Revenue at January 31, 2023 with the remaining $25,000 recorded as Deferred Revenue to be amortized over the remainder of the initial contract term which was two years.
Income Taxes
We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.
Stock-based Compensation
Stock based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
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Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.
RESULTS OF OPERATIONS
Comparison of Results of Operations for the Years Ended January 31, 2023 and January 31, 2022
Revenue
Total revenues amounted to $592,735 which consisted of $122,849 in commission revenue, $444,886 in gift card program revenue and $25,000 in other revenue for the year ended January 31, 2023. Total revenue was $370,244 which consisted of $329,726 in gift card program revenue and $40,518 in Commission revenue for the year ended January 31, 2022. The increase of $222,491 in revenue was due to an increase in gift card program revenue, commission revenue and a non-recurring licensing fee recorded as other revenue.
Cost of Revenue
Cost of revenue includes the direct cost of internal labor and related benefits, travel expenses related to consulting services, direct subcontractor costs, other related direct consulting costs.
For the years ended January 31, 2023 and 2022, the cost of revenue were $144,778 and $57,003, respectively, representing an increase of $87,775. The increase of cost of revenue was mainly driven by a increase in the direct costs to produce the revenue.
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Operating Expenses
For the years ended January 31, 2023 and January 31, 2022, operating expenses consisted of the following:
|
| For the Years ended |
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|
| January 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Advertising and Marketing |
| $ | 7,045 |
|
| $ | 47,464 |
|
Communications |
| $ | 38,373 |
|
| $ | 27,233 |
|
Consulting |
| $ | 282,212 |
|
| $ | - |
|
Employee Benefits |
| $ | 20,026 |
|
| $ | 21,193 |
|
Legal and Professional Fees |
| $ | 115,399 |
|
| $ | 106,428 |
|
General and Administrative |
| $ | 165,637 |
|
| $ | 106,707 |
|
Salaries and Wages |
| $ | 202,488 |
|
| $ | 289,327 |
|
Depreciation and Amortization |
| $ | 59,179 |
|
| $ | - |
|
Bad Debt Expense |
| $ | 1,660 |
|
| $ | 1,716 |
|
Taxes |
| $ | 3,210 |
|
| $ | - |
|
Impairment |
| $ | - |
|
| $ | 110,291 |
|
|
| $ | 895,229 |
|
| $ | 710,359 |
|
| · | Expenses for the year ended January 31, 2023 totaled $895,229, consisting primarily of advertising and marketing expense of $7,045, communications expense of $38,373, consulting expense of $282,212, employee benefits of $20,026, legal and professional fees of $115,399, general and administrative expenses of $165,637, salaries and wages of $202,488, depreciation and amortization of $59,179, bad debt expense of $1,660 and taxes of $3,210 resulting in a net loss of $398,304. |
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|
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| · | Expenses for the year ended January 31, 2022 totaled $710,359, consisting primarily of advertising and marketing expense of $47,464, communications expense of $27,233, employee benefits of $21,193, legal and professional fees of $106,428, general and administrative expenses of $106,707, salaries and wages of $289,327, bad debt expense of $1,716 and impairment of $110,291, resulting in a net loss of $397,118. |
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| · | The increase in expenses between fiscal 2023 and fiscal 2022 was primarily due to the increase in operating activities of Tendercard, Inc. and development of the Deb, Inc. “Pay with Deb” platform. |
Income (Loss) from Operations
As a result of the foregoing, for the year ended January 31, 2023, loss from operations amounted to $398,304, as compared to loss from operations of $397,118 for the year ended January 31, 2022.
Other Income
Other income (loss) for the years ended January 31, 2023 and 2022 were $48,968 and $0, respectively.
Other Expense
We did not have any other expense for the years ended January 31, 2023 and January 31, 2022.
Income Taxes
We did not have any income taxes expense for the years ended January 31, 2023 and January 31, 2022.
Net Income (Loss)
Net income (loss) for the years ended January 31, 2023 and 2022 were $(398,304) and $(397,118), respectively.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. Our auditor’s report on our January 31, 2023 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole director maybe unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “January 31, 2023 Audited Financial Statements.”
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As of January 31, 2023, we had $12,750 of cash compared to $21,131 of cash as of January 31, 2022. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date the Company has incurred operating losses since inception of $908,541. As at January 31, 2023, the Company had a working capital deficit of $686,068.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These 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.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
Cash flows from Operating Activities
Cash flows used by operating activities during the year ended January 31, 2023 amounted to $185,918 as compared with $110,225 for the year ended January 31, 2022.
Cash flows from Investing Activities
Cash flows used in investing activities during the year ended January 31, 2023 amounted to $133,824 as compared with $69,557 for the year ended January 31, 2022. Our investing activities in 2023 consisted of costs incurred in the development of intellectual property $133,985 and the purchase of software and equipment $6,686. Our investing activities in 2022 consisted of costs incurred in the development of intellectual property $75,000, the purchase of software and equipment $13,605 and cash acquired from acquisition of $19,048.
Cash flows from Financing Activities
Cash flows provided by financing activities during the year ended January 31, 2023 amounted to $311,361 as compared with $200,869 for the year ended January 31, 2022. Our positive cash flow in 2023 consisted of net proceeds from short term loans of $161,361 and proceeds from the sale of shares $150,000. Our positive cash flow in 2022 consisted of proceeds of related party loans $200,869.
Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties’ professional services. All funds received have been expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
| ● | An increase in working capital requirements to finance our current business; |
| ● | Addition of administrative and sales personnel as the business grows; and |
| ● | The cost of being a public company. |
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We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital and advance received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.
Going Concern
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $398,304 for the year ended January 31, 2023, and a net loss of $397,118 for the year ended January 31, 2022. The Company had accumulated deficits of $908,541 as of January 31, 2023, and accumulated deficits of $510,237 as of January 31, 2022. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS
The financial statements begin on Page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of January 31, 2023.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2023 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2023 based on the COSO framework criteria. Management has identified control deficiencies as follows:
| ● | The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only two officers with management functions and therefore there is lack of segregation of duties. |
| ● | There is a strong reliance on outside consultants to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements. |
| ● | There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements. |
| ● | A formal audit committee has not been formed. |
Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outside accounting consultants. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
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These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended January 31, 2023 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended January 31, 2023 are fairly stated, in all material respects, in accordance with US GAAP.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls
During the year ended January 31, 2023, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
On December 12, 2022, the Company entered into a corporate advisory agreement with Brian Schultz (“Schultz”) pursuant to which Schultz provides certain business, operations, and financial advisory services to the Company (the “Services”). In consideration of the Services, the Company issued to Schultz 6,500,000 restricted shares of common stock of the Company.
On December 12, 2022, the Company entered into a corporate advisory agreement with Nicholas Cardoso (“Cardoso”) pursuant to which Cardoso provides certain business, operations, and financial advisory services to the Company (the “Services”). In consideration of the Services, the Company issued to Cardoso 3,500,000 restricted shares of common stock of the Company.
| 17 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names and positions of our current executive officers and directors as of May 16, 2023.
Name |
| Age |
| Position |
Michael Rosen |
| 55 |
| Chief Executive Officer, President, Chief Financial officer, Secretary, Treasurer, and Chairman of the Board of Directors |
Background of Executive Officers and Directors
Michael Rosen, Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, and Chairman of the Board.
Mr. Michael Rosen co-founded Acute Management Group in 2012 and has since served as president and its head of B2B Sales & Marketing. Mr. Rosen began his healthcare career with Ambient Healthcare in 2001. He served as Vice-President and shareholder and grew Ambient Healthcare from one location to 24 locations and increased Ambient Healthcare employees from a 12 to over 700. Ambient Healthcare was successfully sold to a private equity fund in 2015. In 2016 Mr. Rosen cofounded Safeway Distributors where he served as Vice President and Head of Distribution. Safeway Distributors was successfully sold in 2020. Mr. Rosen was born in Providence, Rhode Island and studied at the University of Rhode Island.
Board Leadership Structure and Role in Risk Oversight
Our Board of Directors (“Board”) is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.
Composition of our Board of Directors
Our board of directors currently consists of one member. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation, or removal. There are no family relationships among any of our directors or executive officers.
Involvement in Certain Legal Proceedings
To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:
| 1. | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; |
| 4. | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| 18 |
| Table of Contents |
| 5. | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 6. | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Director Independence
Our board of directors is currently composed of one member, Michael Rosen, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Code of Ethics
Our Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit Committee
The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.
Indemnification of Directors and Officers
Our directors and executive officers are indemnified as provided by Nevada law and our Bylaws. These provisions state that our directors may cause us to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
| 19 |
| Table of Contents |
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with Mr. Rosen, other business interests and his involvement with Kindcard, Inc.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officers’ Compensation
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by the Company during the fiscal years ended January 31, 2023 and January 31, 2022, in all capacities for the accounts of our executive officers, including the Chief Executive Officer.
Summary Compensation Table
Name and Principal Position |
| Fiscal Year |
| Salary |
|
| Stock Award |
|
| Option Awards |
|
| Non-Equity Incentive Plan Compensation |
|
| Change in Pension Value and Non- Qualified Deferred Compensation Earnings |
|
| All Other Compensation |
|
| Total |
| |||||||
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Michael Rosen |
| 2022 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
CEO, President, CFO, Secretary, Treasurer |
| 2023 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Outstanding Equity Awards at Fiscal Year End
The Company did not issue equity awards during the year ended January 31, 2023.
Employment Contracts
None.
Stock Awards Plans
The company has not adopted a stock awards plan or a stock option plan, but may do so in the future. The terms of any such plan have not been determined. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may in the future develop an incentive-based stock option plan for its officers, directors, employees, and consultants, and may reserve up to 10% of its outstanding shares of common stock for that purpose.
Compensation of Directors
We have no non-executive directors. Our sole director did not earn compensation for the years ended January 31, 2023 and 2022.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
| 20 |
| Table of Contents |
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-Term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.
Director Compensation
The following table sets forth director compensation as of January 31, 2023:
Name |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Non-Qualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| |||||||
Michael Rosen |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information, as of May 16, 2023, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. The address for each person is c/o Kindcard, Inc., 1001 Yamato Road, #100, Boca Raton, Florida, 33431.
| 21 |
| Table of Contents |
Name of Beneficial Owner |
| Common Stock Beneficially Owned |
|
| Percentage of Common Stock (1) |
| ||
Michael Rosen and affiliated persons and entities (2) (3) |
|
| 49,000,000 |
|
|
| 50.54 | % |
All Executive Officers and Directors as a group (1 person) |
|
| 49,000,000 |
|
|
| 50.54 | % |
* | Less than 1% |
(1) | Based on 96,945,000 shares of common stock outstanding as of May 16, 2023. Under the rules of the Securities and Exchange Commission, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of May 16, 2023. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of common stock beneficially owned. |
(2) | Includes 49,000,000 shares of common stock held by RMR Management LLC. RMR Management LLC is owned and controlled by our CEO, Michael Rosen. Mr. Rosen has sole voting control over the shares of common stock of the Company held by RMR Management LLC. |
|
|
(3) | Current officer and/or director of the Company. |
No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adverse to the Company or has a material interest adverse to the Company.
ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The following includes a summary of transactions since the beginning of the 2022 fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of their total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
Transactions with Related Persons
During the year ended January 31, 2023, there were no transactions with related parties. During the year ended January 31, 2022, our CEO, Michael Rosen, paid Company expenses in the aggregate amount $200,869 on behalf of the Company. The total amount owed by the Company to our CEO as of January 31, 2023 and January 31, 2022 was $296,498 The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.
At no time during the last two fiscal years has any executive officer, director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serves as a trustee or in a similar capacity or has a substantial beneficial interest been indebted to the Company.
Procedures for Approval of Related Party Transactions
Our Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
Director Independence
Our Board of Directors has undertaken a review of its composition and the independence of each director. Based on the review of each director’s background, employment and affiliations, including family relationships, the Board of Directors has determined that there are no “independent directors” under the rules and regulations of the SEC.
| 22 |
| Table of Contents |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table summarizes the fees of Assurance Dimensions, Inc, our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:
Fee Category |
| 2023 |
|
| 2022 |
| ||
Audit Related Fees Paid to Assurance Dimensions, Inc |
| $ | 25,000 |
|
| $ | 25,000 |
|
Tax Fees Paid to Elizabeth A Dunn CPA, PA (2) |
| $ | 12,308 |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| 25,000 |
|
|
|
|
|
|
|
|
|
|
Total Fees |
| $ | 52,308 |
|
| $ | 50,000 |
|
(1) | Consists of fees for professional services rendered in connection with the financial statements included in our Annual Report on Form 10-K and quarterly reports on Form 10-Q. |
|
|
(2) | Consists of fees relating to any tax compliance and tax planning. |
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS
The Company currently does not have a designated Audit Committee, and accordingly, the Company’s Board of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company’s Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.
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| Table of Contents |
ITEM 15. EXHIBITS
Exhibit No. |
| Exhibit Description |
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|
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| ||
|
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| ||
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| ||
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| ||
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| ||
|
|
|
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
** Included in Exhibit 31.1
*** Included in Exhibit 32.1
| 24 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
| |
|
|
|
|
Dated: May 19, 2023 | By: | /s/ Michael Rosen |
|
|
| Michael Rosen Chief Executive Officer, President, Chief Financial Officer, and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer |
|
POWER OF ATTORNEY
Know all persons by these presents that each individual whose signature appears below constitutes and appoints Michael Rosen, our Chief Executive Officer and Chief Financial Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Michael Rosen |
| Chief Executive Officer, President, Chief Financial Officer, and Director |
| May 19, 2023 |
Michael Rosen |
| (Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer) |
|
|
| 25 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Consolidated Financial Statements
Year Ended January 31, 2023 and 2022
Table of Contents
Report of Independent Registered Public Accounting Firm Assurance Dimensions (Firm ID: |
| F-1 |
|
|
|
|
|
| F-2 |
| |
|
|
|
|
| F-3 |
| |
|
|
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|
| F-4 |
| |
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|
|
| F-5 |
| |
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|
|
| F-6 – F-16 |
|
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Kindcard, Inc. and Subsidiaries
Consolidated Financial Statements
at January 31, 2023 and 2022
Report of Independent Registered Public Accounting Firm Assurance Dimensions (Firm ID: 5036)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of KindCard, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of KindCard, Inc. and Subsidiaries (the Company) as of January 31, 2023 and 2022, and the related consolidated statements of operations, statements of stockholders’ deficit, and cash flows for each of the two years in the period ended January 31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 31, 2023 and 2022 and the consolidated results of its operations and its cash flows for each of the two years in the period ended January 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had a working capital deficit of $686,068 and stockholders’ deficit of $659,545 at January 31, 2023. The Company had a net loss of $398,304 and had net cash used in operating activities of $185,918 for the year ended January 31, 2023. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters to be communicated, are matters arising from the current period audits of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Intangible Assets
Description of the Matter
In December 31, 2021, the Company entered into a contract to develop its propriety payment processing DEB Platform for a total cost of $150,000. On June 8, 2022, the Company entered into a contract to further customize the platform for an additional cost of $58,985. The Platform is currently being tested and is anticipated to go into production in the first quarter of FY 2024 and will be depreciated over 3-5 years. During the current year, launch of the project was put on hold due to development delays related to restructuring of the security function and overall improvement of the Platform.
Auditing the Company’s impairment test related to these intangible assets was complex due to the subjective factors used in the qualitative analysis provided. The assumptions are forward-looking which can vary significantly and depend on market forces and events outside of the Company’s control.
How We Addressed the Matter in Our Audits
To test the impairment of these intangible assets, our audit procedures included, analyzing the qualitative factors and corroborating the assessment with Company performance, future contracts, discussion with developers and the ability of the Company to gain synergies with the current revenue stream from this application. As such it was concluded no impairment is deemed necessary. |
|
|
We have served as the Company’s auditor since 2022. |
May 19, 2023 |
| F-1 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Consolidated Balance Sheets
|
| January 31, 2023 |
|
| January 31, 2022 |
| ||
Assets |
|
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|
| ||
Current Assets: |
|
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| ||
Cash |
| $ |
|
| $ |
| ||
Accounts receivable, net - unbilled |
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| ||
Prepaid expenses |
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Total Current Assets |
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| $ |
| ||
Property, plant and equipment, net |
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| ||
Intangible Assets, net |
|
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| ||
Total Other Assets |
|
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| ||
Total Assets |
| $ |
|
| $ |
| ||
Liabilities and Stockholders’ Deficit |
|
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|
Current Liabilities |
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Accounts payable |
| $ |
|
| $ |
| ||
Accrued interest |
|
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| ||
Accrued tax expenses |
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Deferred revenue |
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|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Current portion SBA loan |
|
|
|
|
|
| ||
Total Current Liabilities |
|
|
|
|
|
| ||
Long-term Liabilities |
|
|
|
|
|
|
|
|
Accrued interest long term portion |
|
|
|
|
|
| ||
SBA loan |
|
|
|
|
|
| ||
Total Long-term Liabilities |
|
|
|
|
|
| ||
Total Liabilities |
|
|
|
|
|
| ||
Commitments and Contingencies - See Note 10 |
|
|
|
|
|
| ||
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 consolidated financial statements
| F-2 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Consolidated Statements of Operations
|
| For the Years Ended |
| |||||
|
| January 31, 2023 |
|
| January 31, 2022 |
| ||
Revenue |
| $ |
|
| $ |
| ||
Other Revenue |
|
|
|
|
|
| ||
Total Revenue |
|
|
|
|
|
| ||
Cost of Sales |
|
| ( | ) |
|
| ( | ) |
Total Cost of Sales |
|
| ( | ) |
|
| ( | ) |
Gross Profit |
|
|
|
|
|
| ||
Operating Expenses |
|
|
|
|
|
|
|
|
General & Administrative Expenses |
|
|
|
|
|
| ||
Selling Expenses |
|
|
|
|
|
| ||
Depreciation and Amortization |
|
|
|
|
|
| ||
Impairment Expense |
|
|
|
|
|
| ||
Total Operating Expenses |
|
|
|
|
|
| ||
Net Loss from Operations |
|
| ( | ) |
|
| ( | ) |
Other Income – Wholesale Payments-See Note 13 |
|
|
|
|
|
| ||
Net Loss before income tax |
| $ | ( | ) |
| $ | ( | ) |
Provision for Income taxes |
|
|
|
|
|
| ||
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 consolidated financial statements
F-3 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficit
For the years ended January 31, 2023 and 2022
|
| Common Stock |
|
| Additional |
|
|
|
|
| ||||||||||
|
| Number of Shares |
|
| Amount |
|
| Paid-in Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||
Balance at January 31, 2021 |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
Shares issued for acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss for year ended January 31, 2022 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Balance at January 31, 2022 |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
Shares issued in exchange for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Shares issued for cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Shares issued with issuance of notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss for year ended January 31, 2023 |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Balance, January 31, 2023 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
| For the years ended |
| |||||
|
| January 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Cash Flows from Operating Activities: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operations |
|
|
|
|
|
|
|
|
Amortization of stock issued for services |
|
|
|
|
|
| ||
Debt discount amortization |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Bad debt reserve |
|
| |
|
|
| |
|
Impairment expense |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Decrease (increase) in operating assets/liabilities |
|
|
|
|
|
| ||
Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
| ( | ) |
|
|
| |
Accounts payables |
|
|
|
|
|
| ||
Accrued payroll and tax expenses |
|
| ( | ) |
|
|
| |
Deferred Revenue |
|
|
|
|
|
| ||
Total Adjustments to reconcile Net loss to Net Cash used in operations |
|
|
|
|
|
| ||
Net cash used in by operating activities |
| $ | ( | ) |
| $ | ( | ) |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Cost incurred to develop intellectual property |
|
| ( | ) |
|
| ( | ) |
Stock issued for services |
|
|
|
|
|
| ||
Purchase of software and equipment |
|
| ( | ) |
|
| ( | ) |
Cash acquired from acquisition |
|
|
|
|
|
| ||
Net cash used in investing activities |
|
| ( | ) |
|
| ( | ) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from related party loan |
|
|
|
|
|
| ||
Proceeds from sale of shares for cash |
|
|
|
|
|
| ||
Proceeds from notes payable, net |
|
|
|
|
|
| ||
Net cash provided by financing activities |
| $ |
|
| $ |
| ||
Net cash increase (decrease) for the year |
|
| ( | ) |
|
|
| |
Cash at beginning of year |
| $ |
|
| $ |
| ||
Cash at end of year |
| $ |
|
| $ |
| ||
Supplemental disclosures: |
|
|
|
|
|
|
|
|
Non-cash investing & financing activities: |
|
|
|
|
|
|
|
|
Common stock issued for acquisition |
| $ |
|
| $ |
| ||
Account receivable acquired in acquisition |
| $ |
|
| $ |
| ||
Intangible assets acquired from acquisition |
| $ |
|
| $ |
| ||
Shares issued for consulting recorded as prepaid, net |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements
F-5 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
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. 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
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 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 $
| F-6 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the SEC.
Consolidation Policy
The accompanying 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. There are $
Prepaid expenses
The Company issued
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 years ended January 31, 2023 and January 31, 2022.
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.
| F-7 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
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:
Kindcard provides cash pick up services for retail & wholesale merchants the within North American retail market through a strategic partnership agreement, per the agreement Kindcard’s partner is responsible for all aspects of the cash pickup services. Kindcard receives commission revenues which are recorded as earned over the life of these multiyear contracts.
Tendercard provides a stored value point of sale gift card processing solution to small and mid-sized businesses within 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. The fees are collected in arrears resulting in accounts receivable-unbilled at the end of each month. Fixed annual service fee revenues are collected in arrears and recorded accrued revenue.
Other Revenue is related to a non-refundable fee recorded in the first quarter of FY 2023 in $
|
| For the Years Ended December 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Kindcard Commission Revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Tendercard Program Revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Other Revenue |
| $ |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Program Revenue |
| $ |
|
| $ |
| ||
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.
| F-8 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
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 January 31, 2023 or January 31, 2022.
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 – BUSINESS ACQUISITION
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 100% of the outstanding shares of common stock of Kindcard MA (the “Kindcard MA Shares”) and all of intellectual property and operational assets (collectively, the “Tendercard Assets”) of the Tendercard Division of Croesus in consideration of an aggregate of
As a result, the goodwill from the acquisition of the Kindcard MA Shares was considered impaired and the Company recorded and impairment expense of $
On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada.
| F-9 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
NOTE 2 – BUSINESS ACQUISITION (continued)
The Company recorded the above acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for the acquisition and the amounts of the assets acquired at fair market value assumed recognized at the acquisition date.
Purchase Price Considerations |
| Fair Value |
| |
Stock Consideration |
| $ |
| |
SBA Loan |
|
|
| |
Total Purchase Consideration & Assumed Liabilities |
| $ |
| |
Tangible Assets |
|
|
|
|
Cash |
|
|
| |
Accounts Receivable |
|
|
| |
Intangible Assets |
|
|
|
|
Customer Lists |
|
|
| |
Website |
|
|
| |
Trade Name |
|
|
| |
Technology |
|
|
| |
Goodwill |
|
|
| |
Total Assets |
| $ |
| |
NOTE 3 – 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 $
| F-10 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
NOTE 4 – 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:
|
| January 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Merchandise and equipment: Vault |
| $ |
|
| $ |
| ||
Merchandise and equipment: Office Equipment |
|
|
|
|
|
| ||
Merchandise and equipment: IT Equipment |
|
|
|
|
|
| ||
Total Cost |
| $ |
|
| $ |
| ||
Less: accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Depreciation expense amounted to approximately $
during the year ended January 31, 2023 and January 31, 2022, respectively.
NOTE 5 – GOODWILL AND INTANGIBLE ASSETS
The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired and liabilities assumed, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. The Company did not note any impairment as of January 31, 2023.
Goodwill
Goodwill recorded was $
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 as of January 31, 2023 or January 31, 2022.
| F-11 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
NOTE 5 – GOODWILL AND INTANGIBLE ASSETS (continued)
Intangible assets (continued)
On December 21, 2021 the Company entered into a contract to develop its proprietary payment processing DEB Platform, a for a total cost of $
|
| January 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Definite-lived intangible assets |
|
|
|
|
|
| ||
Technology: DEB Platform |
| $ |
|
| $ |
| ||
Technology: Tendercard Program |
|
|
|
|
|
| ||
Customer Lists |
|
|
|
|
|
| ||
Website |
|
|
|
|
|
| ||
Trade Name |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less: accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Definite-lived intangible assets, net |
| $ |
|
| $ |
| ||
Amortization expense amounted to $
Year ending January 31, |
|
|
| |
2024 - |
|
|
| |
2025 - |
|
|
| |
2026 - |
|
|
| |
Total - |
| $ |
| |
NOTE 6 – CURRENT LIABILITIES
Accounts Payable
Accounts Payable is comprised of trade payables of $
Accrued Payroll & Tax Expenses
Balance consists of Accrued Salaries & Wages $
Accrued Interest
Balance consists of accrued interest notes payable of $
Deferred Revenue
Balance of $
| F-12 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
NOTE 7 – INCOME TAXES
A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
Due to recurring losses, the Company’s tax provision for the years ended January 31, 2023 and 2022 was $
|
| January 31, 2023 |
|
| January 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Net loss before income taxes per financial statements |
| $ | ( | ) |
| $ | ( | ) |
Income tax rate |
|
| % |
|
| % | ||
Income tax recovery |
|
| ( | ) |
|
| ( | ) |
Valuation allowance change |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Provision for income taxes |
| $ |
|
| $ |
| ||
The significant component of deferred income tax assets at January 31, 2023 and 2022, is as follows:
|
| January 31, 2023 |
|
| January 31, 2022 |
| ||
Net operating loss carry-forward |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net deferred income tax asset |
| $ |
|
| $ |
| ||
The provision for income taxes for 2023 and 2022, consisted of the following:
|
| January 31, 2023 |
|
| January 31, 2022 |
| ||
Federal |
|
|
|
|
|
| ||
Current |
| $ |
|
| $ |
| ||
Deferred |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
State |
|
|
|
|
| - |
| |
Current |
| $ |
|
| $ |
| ||
Deferred |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
| - |
| |
Current |
| $ |
|
| $ |
| ||
Deferred |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Provision for Income Taxes |
| $ |
|
| $ |
| ||
| F-13 |
| Table of Contents |
A reconciliation of the provision for income taxes to the amount by applying the statutory federal income tax rate (
|
| January 31, 2023 |
|
| January 31, 2022 |
| ||
Computed expected tax |
| $ |
|
|
|
| ||
State taxes, net of federal effect |
|
|
|
|
|
| ||
Impacts of the Act |
|
| - |
|
|
| - |
|
Earnings of foreign subsidiaries |
|
| - |
|
|
| - |
|
Foreign-derived intangible income deduction |
|
| - |
|
|
| - |
|
Research and development credit, net |
|
| - |
|
|
| - |
|
Excess tax benefits from equity awards |
|
| - |
|
|
| - |
|
Other-Penalties and Interest |
|
|
|
|
|
| ||
Provision for Income Taxes |
| $ |
|
| $ |
| ||
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change, and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
As of January 31, 2023, and 2022, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. Interest or penalties of $
The tax years from 2017 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.
| F-14 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
NOTE 8 – DUE TO RELATED PARTY
Due to Related Party
The total amount owed to the Company’s CEO as of January 31, 2023 and January 31, 2022 was $
NOTE 9 – 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 $
Year ending January 31,
2024: |
| $ |
| |
2025: |
|
|
| |
2026: |
|
|
| |
2027: |
|
|
| |
2028: |
|
|
| |
Thereafter |
|
|
| |
Total future minimum loan payments |
| $ |
| |
Less: current portion |
|
| ( | ) |
Long-term portion |
| $ |
|
Notes Payable
Loans payable consists of $
| F-15 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
NOTE 10 – 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 $
On May 25, 2022, the Company and an advisor entered into an Advisory Agreement for the oversight of all regulatory BSA/AML compliance matters and the drafting of the Company’s comprehensive BSA/AML compliance program policies and procedures. The initial term of the agreement was six months at a rate of $
NOTE 11 – COMMON STOCK
The Company is authorized to issue
On August 16, 2021, the Company issued an aggregate of
On February 25, 2022, the Company issued
On May 13, 2022, the Company issued
| F-16 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2023
On May 18, 2022, the Company entered into a subscription agreement with an accredited investor pursuant to which the Company issued
On June 12, 2022, the Company issued
On January 26, 2023, the Company issued
pursuant to an agreement dated December 12, 2022. The shares were issued at $
On January 26, 2023, the Company issued
NOTE 12 – RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current year presentation, reclassifications include $
NOTE 13 – TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
On January 1, 2022, the Company entered into an Asset Purchase Agreement (the “APA”) with Wholesale Payments LLC, a Wyoming limited liability company (“Seller”) pursuant to which the Company was to purchase
NOTE 14 – SUBSEQUENT EVENTS
On April 20, 2023, the Company received cash advances from its CEO of $
On April 25, 2023 the CEO paid $
On April 25, 2023, the Company received a short-term loan from Vision Payments, Inc. in the amount of $
| F-17 |