UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 31, 2024

Commission File Number 000-56003

 KINDCARD, INC.

(Exact name of registrant as specified in its charter)

Nevada	81-4520116
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

(888) 888-0708

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☒ No

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

As of September 16, 2024 there were 98,170,000 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	7
Item 4.	Controls and Procedures.	7
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.	8
Item 1A.	Risk Factors.	8
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	8
Item 3.	Defaults Upon Senior Securities.	8
Item 4.	Mining Safety Disclosures.	8
Item 5.	Other Information.	8
Item 6.	Exhibits.	9

2

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Financial Statements

July 31, 2024

(Unaudited)

Table of Contents

Condensed Consolidated Balance Sheets as of July 31, 2024 (unaudited) and January 31, 2024	F-1
Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2024 and 2023 (unaudited)	F-2
Condensed Consolidated Statements of Stockholders’ Deficit for three and six months ended July 31, 2024 and 2023 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2024 and 2023 (unaudited)	F-4
Notes to Condensed Consolidated Financial Statements (unaudited)	F-5 - F-16

3

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	July 31, 2024			January 31, 2024
Assets
Current Assets:
Cash	$	14,857		$	9,647
Accounts receivable, net - unbilled		19,231			20,557
Prepaid expenses		-			17,550
Total Current Assets		34,088		$	47,754
Property, plant and equipment, net		4,182			6,127
Intangible Assets, net		82,591			108,725
Total Other Assets		86,773			114,852
Total Assets	$	120,861		$	162,606
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	292,493		$	267,435
Accrued interest		30,192			19,358
Accrued payroll and tax expenses		10,309			13,595
Due to related party		394,013			296,498
Notes payable		198,853			198,840
Current portion SBA loan		4,167			8,772
Total Current Liabilities		930,027			804,498
Long-term Liabilities
Accrued interest long term portion		8,693			2,380
SBA loan		150,000			150,000
Total Long-term Liabilities		158,693			152,380
Total Liabilities		1,088,720			956,878
Commitments and Contingencies		-			-
Stockholders’ Deficit
Common Stock
Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 98,170,000 of common stock as of July 31, 2024 (January 31, 2024 –98,170,000)		98,170			98,170
Additional Paid In Capital		277,471			277,471
Accumulated Deficit		(1,343,500	)		(1,169,913	)
Total Stockholders’ Deficit		(967,859	)		(794,272	)
Total Liabilities and Stockholders’ Deficit	$	120,861		$	162,606

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

F-1

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the three months ended July 31,						For the six months ended July 31,
	2024			2023			2024			2023
Revenue	$	76,740		$	119,826		$	161,793		$	243,463
Other Revenue		5,000			6,250			5,000			12,500
Total Revenue		81,740			126,076			166,793			255,963
Cost of Sales		18,199			17,058			40,334			37,549
Total Cost of Sales		18,199			17,058			40,334			37,549
Gross Profit		63,541			109,018			126,459			218,414
Operating Expenses
General and Administrative Expenses		127,231			122,510			258,328			229,396
Selling Expenses		-			-			-			389
Depreciation and Amortization		20,365			19,516			39,461			37,549
Total Operating Expenses		147,596			142,026			297,789			267,334
Net Loss from Operations		(84,055	)		(33,008	)		(171,330	)		(48,920	)
Loss before income taxes		(84,055	)		(33,008	)		(171,330	)		(48,920	)
Provision for income taxes		-			-			(2,257	)		(3,210	)
Net Loss	$	(84,055	)		(33,008	)	$	(173,587	)	$	(52,130	)
Net Income Per Common Share – Basic and Diluted	$	-		$	-			-		$	-
Weighted Average Number of Common Shares Outstanding -
Basic and Diluted		98,170,000			97,424,620			98,170,000			97,188,785

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

F-2

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Deficit

For the three and six months ended July 31, 2024

(Unaudited)

	Common Stock				Additional
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance, January 31, 2024		98,170,000	$	98,170	$	277,471	$	(1,169,913	)	$	(794,272	)
Net loss for period ended April 30, 2024		-		-		-		(89,532	)		(89,532	)
Balance, April 30, 2024		98,170,000	$	98,170	$	277,471	$	(1,259,445	)	$	(883,804	)
Net loss for period ended July 31, 2024		-		-		-		(84,055	)		(84,055	)
Balance, July 31, 2024		98,170,000	$	98,170	$	277,471	$	(1,343,500	)	$	(967,859	)

For the three and six months ended July 31, 2023

(Unaudited)

	Common Stock				Additional
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance, January 31, 2023		96,945,000	$	96,945	$	152,051	$	(908,541	)		(659,545	)
Net loss for period ended April 30, 2023		-		-		-		(19,122	)		(19,122	)
Balance, April 30, 2023		96,945,000	$	96,945	$	152,051	$	(927,663	)	$	(678,667	)
Shares issued for cash		500,000		500		24,500		-			25,000
Shares issued for services		675,000		675		3,308		-			3,983
Net loss for period ended July 31, 2023		-		-		-		(33,008	)		(33,008	)
Balance, July 31, 2023		98,120,000	$	98,120	$	179,859	$	(960,671	)	$	(682,692	)

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

F-3

Kindcard, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the six months ended
	July 31,			July 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(173,587	)	$	(52,130	)
Adjustments to reconcile net loss to net Cash used by operations
Stock issued for services		-			3,983
Depreciation and amortization - cost of goods sold		3,843			2,816
Depreciation and amortization - operations		39,461			37,549
Decrease (increase) in operating assets/liabilities
Accounts receivable, net - unbilled		1,326			(31,382	)
Prepaid expenses		17,550			23,509
Accounts payable		25,058			(19,743	)
Accrued expenses		9,256			(15,455	)
Deferred revenue		-			(12,500	)
Total Adjustments		96,494			(11,223	)
Net cash (used in) provided by operating activities		(77,093	)		(63,353	)
Cash flows from investing activities
Costs incurred to develop intellectual property		(15,225	)		-
Net cash used in investing activities		(15,225	)		-
Cash flows from financing activities
Shares issued for cash		-			25,000
Proceeds from related party loan		97,515			5,050
Proceeds from notes payable, net		13			35,572
Net cash provided by financing activities		97,528			65,622
Net cash (decrease) increase for the period		5,210			2,269
Cash at beginning of period		9,647			12,750
Cash at end of period	$	14,857		$	15,019
Supplemental disclosures:
Non-cash investing & financing activities:
Common Stock issued in exchange for services	$	-		$	3,983
Software purchases included in accounts payable	$	-		$	3,500

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

F-4

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

Going concern

These unaudited financial statements have been prepared assuming the Company will be able to continue as a going concern. To date, the Company has generated revenues from its business operations and has incurred accumulated operating losses of $1,343,500. At July 31, 2024, the Company has a working capital deficit of $895,939 and a net loss of $173,587 for the six months ended July 31, 2024. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern from a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of July 31, 2024, the Company has issued 98,170,000 shares of common stock issued and outstanding. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Basis of Presentation

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

F-5

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

Consolidation Policy

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

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

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

Accounts Receivable - unbilled

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

Prepaid expenses 

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

F-6

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

Property and Equipment

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

Impairment of Long-Lived Assets

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

Intangible assets

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

Revenue Recognition

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

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

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

We currently offer the following products and services:

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

F-7

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

Revenue Recognition (continued)

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

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

	For the six months ended July 31,
	2024		2023
Cash Pickup Commission Revenue	$	23,345	$	52,666
Tendercard Program Revenue	$	138,448	$	190,797
Other Revenue	$	5,000		12,500
Total Program Revenue	$	166,793	$	255,963

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

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

Loss per Common Share

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

Income Taxes

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

NOTE 2 – 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.

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

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

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	$	24,000
SBA Loan		153,160
Total Purchase Consideration & Assumed Liabilities	$	177,160
Tangible Assets
Cash	$	19,048
Accounts Receivable		26,721
Intangible Assets
Customer Lists		9,900
Website		5,200
Trade Name		2,800
Technology		3,200
Goodwill		110,291
Total Assets	$	177,160

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 $19,231 and $20,557 in accounts receivable net of $0.00 and $0.00 allowances at July 31, 2024 and January 31, 2024, respectively.

F-10

 Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

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: 

	July 31,			January 31,
	2024			2024
Merchandise and equipment: Vault	$	10,000		$	10,000
Merchandise and equipment: Office Equipment		4,286			4,286
Merchandise and equipment: IT Equipment		4,945			4,945
Total Cost	$	19,231		$	19,231
Less: accumulated depreciation		(15,049	)		(13,104	)
Property and equipment, net	$	4,182		$	6,127

Depreciation expense amounted to approximately $1,945 and $1,407 with $1,121 and $789 reclassified as cost of goods sold at July 31, 2024 and January 31, 2024, 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.

Intangible assets

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

F-11

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

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

	July 31,			January 31,
	2024			2024
Definite-lived intangible assets
Technology: DEB Platform	$	239,435		$	224,210
Technology: Tendercard Program		3,200			3,200
Customer Lists		9,900			9,900
Website		5,200			5,200
Trade Name		2,800			2,800
Total		260,535			245,310
Less: accumulated amortization		(177,944	)		(136,585	)
Definite-lived intangible assets, net	$	82,591		$	108,725

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

Year ending January 31,
2025 -	$	42,627
2026 -		30,660
2027 -		9,304
Total -	$	82,591

NOTE 6 – CURRENT LIABILITIES

Accounts Payable

Accounts Payable is comprised of trade payables of $292,493 and $267,435 at July 31, 2024 and January 31, 2024, respectively.

Accrued Payroll & Tax Expenses

Balance consists of Accrued Salaries & Wages $6,423 and $6,042, Accrued Payroll Tax $899 and $303, Payroll Tax Payable of $730 and $5,905 and Accrued Income Taxes of $2,257 and $1,345 at July 31, 2024 and January 31, 2024 respectively. 

Accrued Interest

Balance consists of accrued interest notes payable of $27,663, accrued interest Due to Related Party of $2,529 and short-term portion of accrued interest SBA loan of $4,167 and $8,772 at July 31, 2024 and January 31, 2024.

F-12

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

NOTE 7 – DUE TO RELATED PARTY

Due to Related Party

On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,497.87 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,497.87 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. RMR is a company owned and controlled by the Company’s CEO. As of July 31, 2024, $1,426.94 in interest has been accrued. On May 1, 2024 the Company issued a Promissory Note in the amount of $24,668.99 to RMR in exchange for expenses paid and funds previously loaned to the company. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of July 31, 2024 $621.80 in interest has been accrued for a total balance of $25,290.79. On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541.47 beginning June 5, 2024, and a maturity date of November 16, 2025. As of July 31, 2024 $1,062.40 in interest has been accrued and $9,083.34 in payments have been made for a total balance of $66,979.06. During the quarter ended July 31, 2024 RMR loaned an additional $6,200 to the Company in the form of short term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. As of July 31, 2024 $147.00 in interest has been accrued for a total balance of $4,347 RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The total amount owed to the Company’s CEO as of July 31, 2024 and January 31, 2024 was $396,542 and $297,113, respectively.

NOTE 8 – LOANS

SBA Loan

The balance consists of Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021, with a principal balance of $150,000 and $3,160 accrued interest for a total balance of $153,160. An additional $17,375 of interest was accrued and $7,675 in installments payments have been made as of July 31, 2024, for a total balance of $162,860. The term of the note is 30 years with an interest rate of 3.75% per annum, Installment payments of $731 began April 14, 2023, and consist of interest only for the first thirty months. On March 15 the Company entered into an SBA accommodation plan with six months of reduced installment payments of $73, as of July 31, 2024 the accommodation plan has been extended for an additional six months.

Year ending January 31, 

2025:	$	-
2026:		2,850
2027:		2,958
2028:		3,072
2029:		3,450
Thereafter		137,670
Total future minimum loan payments	$	150,000

Notes Payable

Loans payable consists of $198,853 and $198,840 in short term loans payable at July 31, 2024 and January 31, 2024. These loans with non-related parties are unsecured and have interest rates ranging from 7% to 12% per annum and maturity dates within one to twelve months.

F-13

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

NOTE 9 – COMMITMENTS AND CONTINGENCIES

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

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

On September 15, 2023 the Company issued a 1% Convertible Promissory Note in the amount of $296,497.87 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,497.87 previously loaned by RMR to the Company. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. As of July 31, 2024 $1,427 in interest has been accrued for a total balance of $297,925.

On April 30, 2024 the Company issued a Promissory Note in the amount of $24,668.99 to RMR in exchange for expenses paid and funds previously loaned to the company. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of July 31, 2024 $621.80 in interest has been accrued for a total balance of $25,290.79.

On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541.47 beginning June 5, 2024, and a maturity date of November 16, 2025. As of July 31, 2024 $1,062.40 in interest has been accrued and $9,083.34 in payments have been made for a total balance of $66,979.06.

F-14

 Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

NOTE 10 – COMMON STOCK

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

On August 16, 2021, the Company issued an aggregate of 8,000,000 shares of common stock to KindCard, Inc. and Croesus Holdings Corp. at the closing of the business acquisition for a total value of $24,000 (see note 2).

On February 25, 2022, the Company issued 20,000 shares of common stock to Start Here, Inc. in exchange for rebranding services provided to the Company at $0.007 per share ($140) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company does not have an active trading market, with a par value of $0.001 per share, the cost was expensed in full during the first quarter.

On May 13, 2022, the Company issued 50,000 shares of common stock in connection with a promissory note. The $2,500 cost of the shares was allocated based on the relative fair value. Given the short term maturity of the note, the cost was expensed in full during the second quarter.   

On May 18, 2022, the Company entered into a subscription agreement with an accredited investor pursuant to which the Company issued 3,000,000 restricted shares of common stock at $0.05 per share for a total purchase price of $150,000 on May 23, 2022.

On June 12, 2022, the Company issued 50,000 shares of common stock in connection with a promissory note. The $2,500 cost of the shares was allocated based on the relative fair value. Given the short term maturity of the note, the cost was expensed in full during the second quarter.

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

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

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

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

F-15

Kindcard, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

July 31, 2024

NOTE 10 – COMMON STOCK (continued)

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

NOTE 11 – SUBSEQUENT EVENTS

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

F-16

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

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

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

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

Company Overview

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

4

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

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

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

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

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

5

Results of Operations

For the three-month period ended July 31, 2024, we had revenues of $81,740 as compared to $126,076 in revenues for the three-month period ended July 31, 2023. Total Cost of Sales for the three-month period ended July 31, 2024 was $18,199 resulting in a Gross Profit of $63,541 as compared to Total Cost of Sales for the three-month period ended July 31, 2023 of $17,058 resulting in a Gross Profit of $109,018. Operating Expenses for the three-month period ended July 31, 2024 were $147,596 resulting in Net Loss from Operations of $84,055. The net loss for the three-month period ended July 31, 2024 is comprised of General and Administrative Expenses of $127,231 and Depreciation and Amortization of $20,365, as compared to the Net loss for the three-month period ended July 31, 2023 of $33,008 which is comprised of General and Administrative Expenses of $122,510 and Depreciation and Amortization of $19,516. The changes in results of operations for the three-month period ended July 31, 2024 as compared to the three-month period ended July 31, 2023 are primarily a result of a change in the accounting method used to record Fixed annual service fee revenues and a decrease in Cash-Pickup Commissions for the three month period ended July 31, 2024, no revenue is accrued or deferred at quarter ended July 31, 2024.

For the six-month period ended July 31, 2024, we had revenues of $166,793 as compared to $255,963 in revenues for the six-month period ended July 31, 2023. Total Cost of Sales for the six-month period ended July 31, 2024 was $40,334 resulting in a Gross Profit of $126,459 as compared to Total Cost of Sales for the six-month period ended July 31, 2023 of $37,549 resulting in a Gross Profit of $218,414. Operating Expenses for the six-month period ended July 31, 2024 were $297,789 resulting in Net Loss from Operations of $171,330. The net loss for the six-month period ended July 31, 2024 is comprised of General and Administrative Expenses of $258,328, Selling Expenses of $NIL and Depreciation and Amortization of $39,461, as compared to the Net loss for the six-month period ended July 31, 2023 of $48,920 which is comprised of General and Administrative Expenses of $229,396, Selling Expenses of $389, and Depreciation and Amortization of $37,549. The changes in results of operations for the six-month period ended July 31, 2024 as compared to the six-month period ended July 31, 2023. are primarily a result of a change in the accounting method used to record Fixed annual service fee revenues and a decrease in Cash-Pickup Commissions for the six-month period ended July 31, 2024, no revenue is accrued or deferred at quarter ended July 31, 2024.

Liquidity and Capital Resources

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

As of July 31, 2024 we had $14,857 in cash, $19,231 in Accounts Receivable, and Other Assets of $82,591. Total liabilities as of July 31, 2024, were $1,088,420 compared to $956,878 in total liabilities at January 31, 2023. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.

The total amount owed to the Company’s CEO as of July 31, 2024 was $394,013. The amounts due to related party consist of a 1% Convertible Promissory Note in the amount of $296,497.87 (the “Note”) to RMR Management Group LLC (“RMR”) and The Note is convertible at RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01 with the remaining $24,669 unsecured with an interest rate of 10% and a maturity date of December 31, 2024, a 6% Promissory Note issued on May 17, 2024 in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541.47 beginning June 5, 2024, and a maturity date of November 16, 2025, and an additional $6,200 loaned to the Company during the quarter ended July 31, 2024 in the form of short term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen.

The remaining balance consists of Accounts Payable of $292,493, Accrued Interest of $30,192, Accrued Payroll Expenses of $6,423, Accrued Tax Expense of $3,886, Notes Payable of $198,853, the Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021 current portion of $4,167, Accrued Interest long term portion of $8,693 and a principal balance of $150,000.

Off-balance sheet arrangements

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

6

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

7

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

8

Item 6. Exhibits

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

EXHIBIT INDEX

31.1*	Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934
31.2+	Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934
32.1*	Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002
32.2++	Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith
#	Indicates management contract or compensatory plan.
+	Included in Exhibit 31.1
++	Included in Exhibit 32.1

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Kindcard, Inc.
	(Registrant)
Date: September 16, 2024	By:	/s/ Michael Rosen
		Michael Rosen
		CEO, CFO, President, and Director
		(Principal Executive Officer,
		Principal Financial and Accounting Officer)

10