STOCK TITAN

Kindcard loss halves, but going concern risk remains

Kindcard, Inc. (KCRD) reported lower revenue and a narrower loss for the three and six months ended July 31, 2026, while remaining highly leveraged and capital constrained.

(Moderate)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Kindcard, Inc. (KCRD) reported lower revenue and a narrower loss for the three and six months ended July 31, 2026, while remaining highly leveraged and capital constrained. Revenue was $72,758 for the quarter and $146,933 for the six months, down from $90,930 and $176,521 in the prior-year periods.

The company posted a net loss of $54,183 for the quarter and $116,601 for the six months, improving from losses of $178,480 and $233,544 a year earlier, driven mainly by reduced general and administrative expenses. Cash was $9,254 and total liabilities were $1,301,316, contributing to a working capital deficit of $1,056,964 and an accumulated deficit of $1,749,171.

Management states there is substantial doubt about Kindcard’s ability to continue as a going concern without additional capital. The company also discloses a material weakness in internal control over financial reporting related to review and approval of related-party transactions and describes remediation steps, including an Assumption, Indemnification and Pledge Agreement addressing an OnDeck loan whose proceeds were transferred to the CEO.

Positive

  • Net loss reduced by roughly half year-over-year, with a six-month loss of $116,601 versus $233,544 in the prior-year period, primarily due to lower general and administrative and depreciation and amortization expenses.
  • Management has taken remediation actions on a related-party loan matter, including an Assumption, Indemnification and Pledge Agreement under which the CEO assumes the economic obligation of the OnDeck loan and pledges 32,333,334 shares as collateral.

Negative

  • The company reports a going concern uncertainty, citing a working capital deficit of $1,056,964, an accumulated deficit of $1,749,171, and the need for additional funding to meet obligations and fund operating losses.
  • Total liabilities are high at $1,301,316 against cash of $9,254, including notes payable of $432,861 and an SBA Economic Injury Disaster Loan balance of $166,310, indicating significant leverage and liquidity pressure.
  • Management identifies a material weakness in internal control over financial reporting related to review and approval of related-party transactions, arising from the transfer of OnDeck loan proceeds to the CEO without prior approval.

Filing Explained

The company remains tied to the OnDeck debt until removal by June 3, 2027, while 32,333,334 shares secure the CEO’s assumption.

This Form 10-Q reports an executed September 10, 2026 agreement under which Michael Rosen assumed the OnDeck Loan’s entire economic obligation, but the company entities remain tied to that loan until it is retired, refinanced, or otherwise removed no later than June 3, 2027.

RMR Management LLC pledged 32,333,334 common shares as collateral for those obligations; the filing presents this as security for the assumption, not as a reported issuance of new shares.

The agreement also indemnifies the company and requires Mr. Rosen to pre-fund weekly remittances, while the loan remains reflected as company indebtedness until the stated removal condition is met.

The related-party control weakness remains open: management says it will not be considered remediated until the enhanced controls are designed, implemented, and operated effectively for a sufficient period.

Quarterly revenue $72,758 Revenue for the three months ended July 31, 2026
Six-month revenue $146,933 Revenue for the six months ended July 31, 2026
Six-month net loss $116,601 Net loss for the six months ended July 31, 2026
Cash balance $9,254 Cash as of July 31, 2026
Total liabilities $1,301,316 Total liabilities as of July 31, 2026
Working capital deficit $1,056,964 Working capital deficit as of July 31, 2026
SBA loan balance $166,310 Total balance of SBA Economic Injury Disaster Loan as of July 31, 2026
OnDeck loan principal $54,462 Principal balance of the OnDeck business loan as of July 31, 2026
going concern financial
"these factors raise substantial doubt as to the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
material weakness financial
"management identified a deficiency ... concluded that this deficiency constitutes a material weakness"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
Small Business Administration Economic Disaster Injury Loan financial
"Loans also consist of a Small Business Administration Economic Disaster Injury Loan assumed in the acquisition"
ASC 606, Revenue from Contracts with Customers financial
"The Company follows ASC 606, Revenue from Contracts with Customers (Topic 606)."
fair value hierarchy financial
"ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques"
Revenue (three months) $72,758 Compared with $90,930 for the three months ended July 31, 2025
Revenue (six months) $146,933 Compared with $176,521 for the six months ended July 31, 2025
Net loss (three months) $54,183 Improved from a net loss of $178,480 for the three months ended July 31, 2025
Net loss (six months) $116,601 Improved from a net loss of $233,544 for the six months ended July 31, 2025
Gross profit (six months) $111,755 Compared with $137,821 for the six months ended July 31, 2025
Operating expenses (six months) $228,356 Down from $371,365 for the six months ended July 31, 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Kindcard, Inc. (KCRD) perform financially for the quarter ended July 31, 2026?

For the three months ended July 31, 2026, Kindcard reported revenue of $72,758, gross profit of $55,898, operating expenses of $110,081, and a net loss of $54,183.

What were Kindcard (KCRD)’s results for the six months ended July 31, 2026?

For the six months ended July 31, 2026, Kindcard reported revenue of $146,933, gross profit of $111,755, operating expenses of $228,356, and a net loss of $116,601.

Does Kindcard, Inc. (KCRD) have a going-concern issue?

Yes. Management states there is substantial doubt about Kindcard’s ability to continue as a going concern, citing an accumulated deficit of $1,749,171, a working capital deficit of $1,056,964, and the need for additional capital.

What is the liquidity position of Kindcard (KCRD) as of July 31, 2026?

As of July 31, 2026, Kindcard had $9,254 in cash, accounts receivable of $52,600, and total liabilities of $1,301,316, resulting in a significant working capital deficit and highlighting tight liquidity.

Did Kindcard (KCRD) identify any internal control issues in this 10-Q?

Yes. Management identified a material weakness in internal control over financial reporting related to review and approval of related-party transactions and is implementing remediation steps, including independent review and enhanced cash-disbursement controls.

How much debt does Kindcard (KCRD) have from the SBA and OnDeck loans?

As of July 31, 2026, the SBA Economic Injury Disaster Loan had a total balance of $166,310, and the OnDeck business loan had a principal balance of $54,462, payable in weekly installments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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, 2026

 

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 21, 2026 there were 103,330,799 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.

 

6

 

 

 

 

 

 

Item 4.

Controls and Procedures.

 

6

 

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

7

 

 

 

 

 

 

Item 1A.

Risk Factors.

 

7

 

 

 

 

 

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

7

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

7

 

 

 

 

 

 

Item 4.

Mining Safety Disclosures.

 

7

 

 

 

 

 

 

Item 5.

Other Information.

 

7

 

Item 6.

Exhibits.

8

 

 

2

Table of Contents

 

PART I—FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Financial Statements

July 31, 2026

(Unaudited)

 

Table of Contents

 

Condensed Consolidated Balance Sheets as of July 31, 2026 (unaudited) and January 31, 2026

 

F-1

 

Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2026 and 2025 (unaudited)

 

F-2

 

Condensed Consolidated Statements of Stockholders’ Deficit for three and six months ended July 31, 2026 and 2025 (unaudited)

 

F-3

 

Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2026 and 2025 (unaudited)

 

F-4

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

F-5 - F-12

 

 

 

3

Table of Contents

  

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

July 31,

2026

 

 

January 31,

2026

 

Assets

 

Unaudited

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$9,254

 

 

$9,160

 

Accounts receivable, net - unbilled

 

 

52,600

 

 

 

32,526

 

Total Current Assets

 

 

61,854

 

 

 

41,686

 

Intangible Assets, net

 

 

4,652

 

 

 

9,727

 

Total Other Assets

 

 

4,652

 

 

 

9,727

 

Total Assets

 

$66,506

 

 

$51,413

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$388,677

 

 

$355,244

 

Accrued interest

 

 

91,038

 

 

 

70,585

 

Accrued interest due to related party

 

 

8,912

 

 

 

7,923

 

Accrued payroll and tax expenses

 

 

6,504

 

 

 

6,874

 

Due to related party

 

 

128,904

 

 

 

177,004

 

Notes payable

 

 

486,011

 

 

 

384,817

 

Current portion SBA Loan

 

 

8,772

 

 

 

8,407

 

Total Current Liabilities

 

 

1,118,818

 

 

 

1,010,854

 

Long-term Liabilities

 

 

 

 

 

 

 

 

Accrued interest long term portion

 

 

7,517

 

 

 

8,748

 

Long term portion notes payable

 

 

174,981

 

 

 

150,020

 

Total Long-term Liabilities

 

 

182,498

 

 

 

158,768

 

Total Liabilities

 

 

1,301,316

 

 

 

1,169,622

 

Commitments and Contingencies - Note 7

 

 

-

 

 

 

-

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 103,330,799 shares of common stock as of July 31, 2026 and January 31, 2026

 

 

103,581

 

 

 

103,581

 

Additional Paid In Capital

 

 

410,780

 

 

 

410,780

 

Accumulated Deficit

 

 

(1,749,171 )

 

 

(1,632,570 )

Total Stockholders’ Deficit

 

 

(1,234,810 )

 

 

(1,118,209 )

Total Liabilities and Stockholders’ Deficit

 

$66,506

 

 

$51,413

 

 

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

 

 
F-1

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

For the three months ended

July 31,

 

 

For the six months ended

July 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$72,758

 

 

$90,930

 

 

$146,933

 

 

$176,521

 

Total Revenue

 

 

72,758

 

 

 

90,930

 

 

 

146,933

 

 

 

176,521

 

Cost of Sales

 

 

(16,860 )

 

 

(18,928 )

 

 

(35,178 )

 

 

(38,700 )

Total Cost of Sales

 

 

(16,860 )

 

 

(18,928 )

 

 

(35,178 )

 

 

(38,700 )

Gross Profit

 

 

55,898

 

 

 

72,002

 

 

 

111,755

 

 

 

137,821

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative Expenses

 

 

107,543

 

 

 

245,229

 

 

 

223,281

 

 

 

349,646

 

Depreciation and Amortization

 

 

2,538

 

 

 

5,253

 

 

 

5,075

 

 

 

21,719

 

Total Operating Expenses

 

 

110,081

 

 

 

250,482

 

 

 

228,356

 

 

 

371,365

 

Net Loss

 

 

(54,183 )

 

 

(178,480 )

 

 

(116,601 )

 

 

(233,544 )

Net Loss Per Common Share – Basic and Diluted

 

$(0.00

 

$(0.00

 

(0.00

 

$(0.00

Weighted Average Number of Common Shares Outstanding Basic and Diluted

 

 

103,580,799

 

 

 

100,638,208

 

 

 

103,580,799

 

 

 

99,424,559

 

 

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

 

 
F-2

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Deficit

For the three and six months ended July 31, 2026

(Unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

Balance, January 31, 2026

 

 

103,580,799

 

 

$103,581

 

 

$410,780

 

 

$(1,632,570 )

 

$(1,118,209 )

Net loss for period ended April 30, 2026

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(62,418 )

 

 

(62,418 )

Balance, April 30, 2026

 

 

103,580,799

 

 

$103,581

 

 

$410,780

 

 

$(1,694,988 )

 

$(1,180,627 )

Net loss for period ended July 31, 2026

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(54,183 )

 

 

(54,183 )

Balance, July 31, 2026

 

 

103,580,799

 

 

$103,581

 

 

$410,780

 

 

$(1,749,171 )

 

$(1,234,810 )

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

Balance, January 31, 2025

 

 

98,170,000

 

 

$98,170

 

 

$277,471

 

 

$(1,422,134 )

 

$(1,046,493 )

Net loss for period ended April 30, 2025

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(55,064 )

 

 

(55,064 )

Balance, April 30, 2025

 

 

98,170,000

 

 

$98,170

 

 

$277,471

 

 

$(1,477,198 )

 

$(1,101,557 )

Shares issued for services

 

 

5,160,799

 

 

 

5,161

 

 

 

123,859

 

 

 

-

 

 

 

129,020

 

Net loss for period ended July 31, 2025

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(178,480 )

 

 

(178,480 )

Balance, July 31, 2025

 

 

103,330,799

 

 

$103,331

 

 

$401,330

 

 

$(1,655,678 )

 

$(1,151,017 )

 

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

 

 
F-3

Table of Contents

 

  Kindcard, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the six months ended

 

 

 

July 31,

 

 

July 31,

 

 

 

2026

 

 

2025

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$(116,601 )

 

$(233,544 )

Adjustments to reconcile net loss to net Cash used by operations

 

 

 

 

 

 

 

 

Shares issued for services

 

 

-

 

 

 

129,020

 

Depreciation and amortization - cost of goods sold

 

 

-

 

 

 

2,115

 

Depreciation and amortization - operations

 

 

5,075

 

 

 

21,719

 

Decrease (increase) in operating assets/liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(20,074 )

 

 

(27,536 )

Accounts payable

 

 

33,433

 

 

 

19,410

 

Accrued expenses

 

 

20,206

 

 

 

16,568

 

Total Adjustments

 

 

38,640

 

 

 

161,296

 

Net cash (used in) provided by operating activities

 

 

(77,961 )

 

 

(72,248 )

Net cash used in investing activities

 

 

-

 

 

 

-

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from (repayments of) related party loan

 

 

(48,100

)

 

 

(49,777 )

Proceeds from notes payable, net

 

 

126,155

 

 

 

122,221

 

Net cash provided by financing activities

 

 

78,055

 

 

 

72,444

 

Net cash (decrease) increase for the period

 

 

94

 

 

 

196

 

Cash at beginning of period

 

 

9,160

 

 

 

9,089

 

Cash at end of period

 

$9,254

 

 

$9,285

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Interest Paid during the period

 

 31,018

 

 

 12,532

 

Taxes Paid during the period 

 

 0.00

 

 

 0.00

 

 

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

 

 
F-4

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

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 to 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 domestically and internationally via strategic technology partnerships. 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 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 $1,749,171. At July 31, 2026, the Company has a working capital deficit of $1,056,964 and a net loss of $116,601 for the period ended July 31, 2026. 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 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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”).  In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of July 31, 2026, the results of operations and cash flows for the three and six months ended July 31, 2026 and 2025. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and six months ended July 31, 2026 are not necessarily indicative of the results to be expected for the entire year ending January 31, 2027 or for any subsequent periods. The consolidated balance sheet as of January 31, 2026 has been derived from the audited consolidated financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended January 31, 2026

 

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.

 

 
F-5

Table of Contents

 

Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

 

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.

 

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, 2026 and July 31, 2025.

 

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.

 

 
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Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

 

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

 

The Company currently offers the following products and services:

 

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

 

Tendercard Program –Tendercard, Inc., our wholly owned subsidiary, provides a stored value point of sale gift card processing solution to small and mid-sized businesses within the North American retail market. The Company’s proprietary host-based program provides real time data and accurate records of all activity related to the gift card processing account and the related monthly reporting. Fixed monthly service fee revenues are recorded monthly. Fixed annual service fee revenues are collected in arrears and recorded as accrued revenue.

 

 

 

For the six months

ended July 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Cash Pickup Commission Revenue

 

$1,500

 

 

$750

 

 

 

 

 

 

 

 

 

 

Tendercard Program Revenue

 

$145,433

 

 

$175,771

 

 

 

 

 

 

 

 

 

 

Total Program Revenue

 

$146,933

 

 

$176,521

 

 

 
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Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

 

Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

Loss per Common Share

 

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. 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 period. 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, 2026 or July 31, 2025.

 

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.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Reclassification of Prior Year Presentation

 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Cash Flows for fiscal year ended January 31, 2026, to reclassify Depreciation and Amortization and Depreciation and amortization - cost of goods sold.

 

 
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Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

NOTE 2 – ACCOUNTS RECEIVABLE, Net - unbilled 

 

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

 

Fees are collected in arrears resulting in accounts receivable, net – unbilled and are recorded as accrued revenue at the end of each month. There are $52,600 and $32,526 in accounts receivable net of $1,289 and $887 allowances at July 31, 2026 and January 31, 2026, respectively.

 

NOTE 3 – INTANGIBLE ASSETS

 

Intangible assets

 

Intangible assets are comprised of customer relationships and brands acquired in a business combination specifically related to the Company’s Tendercard division (see Note 1) 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 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, 2026 and January 31, 2026, respectively.

 

On December 21, 2021 the Company entered into a contract to develop its proprietary payment processing DEB Platform, testing was completed in 2025 and the Company Deb is currently working with Blox (blox.global) and Viacarte (viacarte.com) under its strategic partnership to integrate their platforms allowing Deb to add technology that allows Deb to offer payments worldwide B2B, B2C, C2B and Peer to Peer. The platform is amortized over 5 years.

 

 

 

July 31,

 

 

April 30,

 

 

 

2026

 

 

2026

 

Definite-lived intangible assets

 

 

 

 

 

 

Technology: DEB Platform

 

$239,435

 

 

$239,435

 

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

 

 

 

260,535

 

Less: accumulated amortization

 

 

(255,883 )

 

 

(253,345 )

Definite-lived intangible assets, net

 

$4,652

 

 

$7,190

 

 

The following is the future estimated amortization expense related to intangible assets as of July 31, 2026:

 

Year ending January 31,

 

 

 

2027 -

 

 

3,383

 

2028 -

 

 

1,269

 

Total -

 

$4,652

 

 

 
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  Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

NOTE 4 – CURRENT LIABILITIES

 

Accounts Payable

 

Accounts Payable is comprised of trade payables of $388,677 and $355,244 at July 31, 2026 and January 31, 2026, respectively.

 

Accrued Payroll & Tax Expenses

 

Balance consists of Accrued Salaries & Wages $6,042 and 6,042, Accrued Payroll Tax $462 and $832 at July 31, 2026 and January 31, 2026 respectively.

 

Accrued Interest

 

Balance consists of accrued interest on notes payable of $91,038 and $70,585, accrued interest Due to Related Party of $8,912 and $7,923, and short-term portion of accrued interest SBA loan of $8,772 and $8,407 at July 31, 2026 and January 31, 2026.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. On January 29, 2026, the Company issued 250,000 shares of common stock to a consultant per a Settlement and Release Agreement effective September 24, 2025 in exchange for $121,600 previously loaned to the Company by the CEO. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of July 31, 2026, $4,654 in interest has been accrued for a total balance of $179,552. RMR is a company owned and controlled by the Company’s CEO.

 

On May 1, 2024, the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024 which has been extended to December 31, 2026. As of July 31, 2026 RMR loaned an additional $5,050 to the Company, $22,563 has been repaid and $4,258 in interest has been accrued for a total balance of $11,414. RMR is a company owned and controlled by the Company’s CEO.

 

On June 3, 2026, the Company’s wholly owned subsidiary, Tendercard, Inc. ("Tendercard"), entered into a Business Loan and Security Agreement with ODK Capital, LLC (d/b/a OnDeck) in the original principal amount of $59,000, with a total repayment amount of $86,671.52 payable in 104 weekly installments of $833.38 (the "OnDeck Loan"). The OnDeck Loan was executed on behalf of Tendercard by Michael Rosen, the Company’s Chief Executive Officer and sole director, and was personally guaranteed by Mr. Rosen. The OnDeck Loan is reflected as indebtedness in the accompanying condensed consolidated financial statements. As of July 31, 2026, $4,538 in principal payments and $2,129 in interest payments have been made for a total balance of $54,462.

 

During the quarter ended July 31, 2026, $53,150 of the proceeds of the OnDeck Loan was transferred to Mr. Rosen, a related party. The transfer does not represent a repayment or reduction of any obligation of the Company or Tendercard to Mr. Rosen or to RMR Management LLC. The OnDeck remittances have been funded from Mr. Rosen’s personal funds, and under the agreements described in Note 9, Mr. Rosen is obligated to pre-fund all remittances from his personal funds. The Company’s remediation of this matter is described in Note 9.

 

Total Due to related parties consists of the total amount owed to the Company’s CEO of $128,904 and $177,004 with accrued interest of $8,912 and $7,923, at July 31, 2026 and January 31, 2026 respectively.

 

 
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  Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

  

NOTE 6 – LOANS

 

Loans payable consist of a loan obtained by Tendercard from On Deck Capital on June 3, 2026 in the amount of $59,000, payable weekly over a twenty-four month period. As of July 31, 2026, $4,538 in principal and $2,129 in interest payments have been made with a principal balance of $54,462, Loans also consist of a Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021. The SBA loan assumed principal balance of $150,000 and $3,160 accrued interest for a total balance of $153,160. In November 2025, the SBA renewed its UCC filing for the loan and charged the Company $20 for the filing fee by increasing the loan’s principal balance by $20. An additional $28,407 of interest was accrued and $15,277 in installments payments have been made as of July 31, 2026, with a total balance of $166,310. 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, 2024, the Company entered into an SBA accommodation plan with six months of reduced installments of $73, on September 15, 2024 the accommodation plan was extended for an additional six months, in March 2025 a final extension was granted for an additional twelve months of installment payments of $366 which ended on February 15, 2026, as of July 31, 2026 monthly installment payments of $731, comprised of $0.00 principal and $731 interest have resumed.

 

 

Below is a summary of future minimum loan payments SBA Loan:

 

Year ending January 31, 

 

2027:

 

 

8,772

 

2028:

 

 

8,772

 

2029:

 

 

8,772

 

2030:

 

 

8,772

 

Thereafter

 

 

114,932

 

Total future minimum loan payments

 

$150,020

 

 

Notes Payable

 

Notes payable are comprised of a series of short term unsecured loans with vendors, consultants and advisors with interest rates ranging from 7% to 12% per annum and maturity dates within one to twelve months. Total notes payable was $432,861 and $384,817 at July 31, 2026 and January 31, 2026 respectively.

 

 
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Kindcard, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2026

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company, $121,600 was reclassified as Notes Payable January 29, 2026. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of July 31, 2026, $53,150 in payments have been made and $4,654 in interest has been accrued. RMR is a company owned and controlled by the Company’s CEO.

 

On May 1, 2024, the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. RMR is a company owned and controlled by the Company’s CEO. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024 which has been extended to December 31, 2026. As of July 31, 2026 RMR loaned an additional $5,050 to the Company and $4,258 in interest has been accrued for a total balance of $11,414.

 

On June 3, 2026 a loan was obtained by the Company’s subsidiary, Tendercard, Inc. in the amount of $59,000, payable weekly over a twenty-four month period. As of July 31, 2026, $4,538 in principal & $2,129 in interest payments have been made for a principal balance of $54,462.

 

NOTE 8 – COMMON STOCK

 

On June 18, 2025, the Company issued 5,160,799 shares of common stock to a consultant in exchange for consulting services.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Subsequent to July 31, 2026, the Company, Tendercard, and Mr. Rosen entered into an Assumption, Indemnification and Pledge Agreement, dated as of September 10, 2026 (the "Assumption Agreement"), addressing the matters described in Note [related-party note]. Under the Assumption Agreement, Mr. Rosen (i) irrevocably assumed, as his own primary obligation, the entire economic obligation of the OnDeck Loan and agreed to pre-fund each weekly remittance from his personal funds so that no Company entity advances any amount; (ii) agreed to indemnify and hold the Company and Tendercard harmless from all liabilities arising out of or relating to the OnDeck Loan and the transfer of proceeds to him; (iii) secured his obligations through a pledge by RMR Management LLC, an entity he controls, of 32,333,334 shares of the Company’s common stock (approximately 31.22% of the 103,580,799 shares of common stock outstanding as of September 15, 2026); and (iv) is obligated to retire, refinance, or otherwise remove the Company entities from the OnDeck Loan no later than June 3, 2027. Mr. Rosen also acknowledged that the transferred proceeds do not reduce and may not be credited against any obligation of the Company to him or to any entity he controls, and reaffirmed his personal guaranty.

 

Because Mr. Rosen is the Company’s sole director and is a party to the Assumption Agreement, the Company appointed an independent, disinterested representative to review and approve the Assumption Agreement on behalf of the Company and Tendercard. The independent representative reviewed the Assumption Agreement, determined it to be fair to the Company, and approved it, and the Assumption Agreement was executed by Mr. Rosen, RMR Management LLC, and the independent representative. The Company is taking steps to perfect the pledged collateral and to enhance its controls over related-party transactions, as described in Part I, Item 4 (Controls and Procedures).

 

 
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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, 2026, included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed on May 19, 2026 (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. 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 to 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 domestically and internationally via strategic technology partnerships. Period”). Our new CUSIP number is 49452K105. In connection with the FINRA Corporate Action, our symbol was changed to “KCRD” following the Notification Period.

 

 
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Results of Operations

 

For the three-month period ended July 31, 2026, we had revenues of $72,758 as compared to $90,930 in revenues for the three-month period ended July 31, 2025. Total Cost of Sales for the three-month period ended July 31, 2026, was $16,860 resulting in a Gross Profit of $55,898 as compared to Total Cost of Sales for the three-month period ended July 31, 2025, of $18,928 resulting in a Gross Profit of $72,002. Operating Expenses for the three-month period ended July 31, 2026, were $110,081 resulting in Net Loss from Operations of $54,183. The net loss for the three-month period ended July 31, 2026, is attributable to General and Administrative Expenses of $107,543 and Depreciation and Amortization of $2,538, as compared to the Net loss for the three-month period ended July 31, 2025, of $178,480 which is attributable to General and Administrative Expenses of $245,229 and Depreciation and Amortization of $5,253. The changes in results of operations for the three-month period ended July 31, 2026 as compared to the three-month period ended July 31, 2025, are primarily a result of  Shares issued for services for the three month period ended July 31, 2025.

 

For the six-month period ended July 31, 2026, we had revenues of $146,933 as compared to $176,521 in revenues for the six-month period ended July 31, 2025. Total Cost of Sales for the six-month period ended July 31, 2026, was $35,178 resulting in a Gross Profit of $111,755 as compared to Total Cost of Sales for the six-month period ended July 31, 2025 of $38,700 resulting in a Gross Profit of $137,821. Operating Expenses for the six-month period ended July 31, 2026, were $228,356 resulting in Net Loss of $116,601. The net loss for the six-month period ended July 31, 2026, is attributable to General and Administrative Expenses of $223,281, and Depreciation and Amortization of $5,075, as compared to the net loss for the six-month period ended July 31, 2025 of $233,544 which were attributable to General and Administrative Expenses of $349,646, and Depreciation and Amortization of $21,719. The changes in results of operations for the six-month period ended July 31, 2026, as compared to the six-month period ended July 31, 2025 are primarily a result of Shares issued for services for the six month period ended July 31, 2026.

 

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 financing in order to fully implement our plan of operations.

 

As of July 31, 2026, we had $9,254 in cash, $52,600 in Accounts Receivable. Total liabilities as of July 31, 2026, were $1,301,316 compared to $1,169,622 in total liabilities at January 31, 2026. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain reporting status.

 

Total amount owed to the Company’s CEO was $128,904 with accrued interest of $8,912 at July 31, 2026.

 

The remaining balance consists of Accounts Payable of $388,677, Accrued Interest of $91,038, Accrued Interest due to related party of $8,912, Accrued Payroll Expenses of $6,504, Notes Payable of $432,861, the Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021 current portion of $4,386, Accrued Interest long term portion of $11,903 and a principal balance of $150,020 and the loan obtained by Tendercard from On Deck Capital on June 3, 2026 in the amount of $59,000, with a principal balance current portion of $29,501 and long term portion of $24,961, for a total principal balance of $54,462.

 

 
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Table of Contents

 

Off-balance sheet arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. Management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer concluded that, as of July 31, 2026, the Company’s disclosure controls and procedures were not effective, due to the material weakness described below.

 

Material Weakness. In preparing this report, management identified a deficiency in the Company’s controls over the review and approval of related-party transactions, arising from the transfer of loan proceeds to the Company’s Chief Executive Officer described in Note 5, which was made without prior review under the Company’s related-party approval procedures. Management concluded that this deficiency constitutes a material weakness in the Company’s internal control over financial reporting, resulting principally from the limited segregation of duties inherent in the Company’s size and from the fact that the Company’s principal executive officer also serves as its sole director.

 

Remediation. Management has taken and is taking steps to remediate the material weakness, including: (i) entering into the Assumption, Indemnification and Pledge Agreement described in Note 9, under which the Chief Executive Officer has assumed the economic obligation of the OnDeck Loan, indemnified the Company, and pledged collateral; (ii) requiring that related-party transactions be reviewed and approved by an independent, disinterested person before they are entered into; (iii) implementing enhanced cash-disbursement controls, including advance funding of the OnDeck remittances by the Chief Executive Officer from his personal funds; and (iv) evaluating the addition of one or more independent directors. The material weakness will not be considered remediated until the enhanced controls have been designed, implemented, and operated effectively for a sufficient period.

 

Changes in Internal Control Over Financial Reporting

 

Changes in Internal Control over Financial Reporting. Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
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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.

 

 
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Table of Contents

 

Item 6. Exhibits

 

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

 

EXHIBIT INDEX

 

31.1*

 

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

 

 

 

31.2*

 

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

 

 

 

32.1*

 

Certification of Chief 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

 

 
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Table of Contents

 

SIGNATURES

 

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

 

 

Kindcard, Inc.

 

 

(Registrant)

 

 

 

 

 

Date: September 21, 2026

By:

/s/ Michael Rosen

 

 

 

Michael Rosen

 

 

 

CEO, CFO, President, and Director

 

 

 

(Principal Executive Officer,

 

 

 

Principal Financial and Accounting Officer)

 

 

 
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