Kindcard (OTC: KCRD) reports Q3 loss, heavy debt and control issues
Kindcard, Inc. reports another quarterly loss and continued financial strain for the quarter ended October 31, 2025. Revenue was $97,711 for the quarter and $274,232 for the nine months, down from the prior-year periods, mainly due to weaker Cash Pickup activity. Gross profit for nine months was $201,659 against operating expenses of $480,084, leading to a net loss of $278,425.
The balance sheet is highly leveraged: total assets were $47,046 versus total liabilities of $1,242,944, and cash was only $9,698. Kindcard reports a working capital deficit of $1,050,289 and an accumulated deficit of $1,700,559, and its auditor notes “substantial doubt” about its ability to continue as a going concern. Operations are being supported by related-party loans and notes payable.
The company issued 5,160,799 shares for services, bringing common shares outstanding to 103,330,799, and it terminated a prior advisory agreement with no shares issued. Management also concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.
Positive
- None.
Negative
- Going concern uncertainty: Working capital deficit of $1,050,289, accumulated deficit of $1,700,559, and explicit disclosure of “substantial doubt” about continuing as a going concern.
- Heavy leverage and weak liquidity: Total liabilities of $1,242,944 versus $47,046 in assets and only $9,698 in cash as of October 31, 2025.
- Reliance on related-party and short-term debt: $318,900 due to related parties (primarily the CEO’s entity), a $150,000 SBA loan, and $347,960 of short-term notes payable with 7%–12% interest rates.
- Internal control weaknesses: Management concluded disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.
Insights
Kindcard shows deep leverage, going concern risk, and weak controls.
Kindcard is operating with a very thin cushion: as of
The company explicitly discloses a working capital deficit of
Governance and reporting risk is underscored by management’s conclusion that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting as of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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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. ☒
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). ☒
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.
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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).
Securities registered pursuant to Section 12(b) of the Act:
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TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION |
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Item 1. | Legal Proceedings. |
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Item 1A. | Risk Factors. |
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Item 2. | Unregistered Sales of Securities and Use of Proceeds. |
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PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
Kindcard, Inc. and Subsidiaries
Condensed Consolidated Financial Statements
October 31, 2025
(Unaudited)
Table of Contents
Condensed Consolidated Balance Sheets as of October 31, 2025 (unaudited) and January 31, 2025 |
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Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2025 and 2024 (unaudited) |
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Condensed Consolidated Statements of Stockholders’ Deficit for three and nine months ended October 31, 2025 and 2024 (unaudited) |
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Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2025 and 2024 (unaudited) |
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Kindcard, Inc. and Subsidiaries
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Kindcard, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
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Cost of Sales |
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Net Loss |
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Kindcard, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Deficit
For the three and nine months ended October 31, 2025
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Balance, January 31, 2025 |
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Net loss for period ended April 30, 2025 |
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Net loss for period ended October 31, 2025 |
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Net loss for period ended April 30, 2024 |
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Net loss for period ended July 31, 2024 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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Kindcard, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Cash Flows from Operating Activities: |
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Total Adjustments |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
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”. Any funds processed through the “Pay with Deb” platform will be held in a specified trust account and recorded as a liability, all service fees related to the processing of transactions will be recognized as earned when performance obligations have been met as per ASC 606.
Going concern
These financial statements have been prepared assuming the Company will be able to continue as a going concern. To date, the Company has generated revenues from its business operations and has incurred accumulated operating losses of $
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the SEC.
Consolidation Policy
The accompanying 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
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
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 October 31, 2025 and October 31, 2024.
Intangible assets
Intangible assets are comprised of customer relationships and brands acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. We utilize both qualitative and quantitative aspects to evaluate the impairment of our intangible assets. The Company measured the fair value of these indefinite-lived intangible assets using a replacement cost method. The fair value was estimated by projections to determine the present value of future cash flows that the asset is expected to generate over its lifetime. Our projections used in the valuation included assumptions regarding future growth rates of sales, which are based on various long-range financial and operational plans. We believe our evaluations are consistent with those a market participant would utilize.
| F-6 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
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 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.
Deb Commission Revenue - Deb, Inc., our wholly owned subsidiary, earns commission revenue related to a referral agreement executed in the period ended October 31, 2025.
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.
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| F-7 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
Fair Value of Financial Instruments
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.
Loss per Common Share
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. There are no common stock equivalents at October 31, 2025 or October 31, 2024.
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.
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, 2025, to reclassify Depreciation and Amortization and Depreciation and amortization - cost of goods sold.
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.
| F-8 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
NOTE 2 – ACCOUNTS RECEIVABLE, Net – unbilled (continued)
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 $
NOTE 3 – UNBILLED RECEIVABLES, net
Unbilled receivables, net represents the balance of recoverable costs comprised of revenue recognized on contracts for which billings have not been presented to the customer because the amounts were earned but not contractually billable at the balance sheet date. These amounts include expected annual contract fees and have been accrued over the twelve month period based on prior year receipts. There are $
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:
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| October 31, |
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| January 31, |
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| 2025 |
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| 2025 |
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Merchandise and equipment: Vault |
| $ |
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| $ |
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Merchandise and equipment: Office Equipment |
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Merchandise and equipment: IT Equipment |
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Total Cost |
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| $ |
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Less: accumulated depreciation |
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| ( | ) |
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| ( | ) |
Property and equipment, net |
| $ |
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| $ |
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Depreciation expense amounted to $
NOTE 5 – INTANGIBLE ASSETS
Intangible assets
Intangible assets are comprised of customer relationships and brands acquired in a business combination specifically related to the Company’s Tendercard division (see Note 2) and comprised of development costs for its proprietary payment processing “DEB Platform” through the Company’s wholly owned subsidiary, Deb, Inc. The Company amortizes intangible assets with a definitive life over their respective useful lives of 3-5 years. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company did not note any impairment at October 31, 2025 and January 31, 2025, respectively.
| F-9 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
NOTE 5 – INTANGIBLE ASSETS (continued)
On December 21, 2021 the Company entered into a contract to develop its proprietary payment processing DEB Platform. The platform is currently in the initial stages of production and testing and is depreciated over
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| October 31, |
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| January 31, |
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| 2025 |
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| 2025 |
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Definite-lived intangible assets |
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Technology: DEB Platform |
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| $ |
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Technology: Tendercard Program |
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Customer Lists |
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Website |
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Trade Name |
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Total |
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Less: accumulated amortization |
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| ( | ) |
Definite-lived intangible assets, net |
| $ |
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| $ |
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The following is the future estimated amortization expense related to intangible assets as of October 31, 2025:
Year ending January 31, |
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2026 - |
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2027 - |
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2028 - |
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Total - |
| $ |
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NOTE 6 – CURRENT LIABILITIES
Accounts Payable
Accounts Payable is comprised of trade payables of $
Accrued Payroll & Tax Expenses
Balance consists of Accrued Salaries & Wages $
Accrued Interest
Balance consists of accrued interest notes payable of $
| F-10 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
NOTE 7 – DUE TO RELATED PARTY
On September 15, 2023, the Company issued a
On May 1, 2024, the Company issued a Promissory Note in the amount of $
On May 17, 2024, the Company issued a
During the period ended January 31, 2025 RMR loaned an additional $
Total Due to related parties consists of the total amount owed to the Company’s CEO as of October 31, 2025 of $
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 $
| F-11 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
NOTE 8 – LOANS (continued)
SBA Loan (continued)
Year ending January 31,
2026: |
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2027: |
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2028: |
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2029: |
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2030: |
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Thereafter |
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Total future minimum loan payments |
| $ |
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Notes Payable
Loans payable consist of a series of short term loans with a combined balance of $
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 $
| F-12 |
| Table of Contents |
Kindcard, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements (unaudited)
October 31, 2025
NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)
On September 15, 2023, the Company issued a
On May 1, 2024, the Company issued a Promissory Note in the amount of $
During the period ended January 31, 2025 RMR loaned an additional $
NOTE 10 – COMMON STOCK
The Company is authorized to issue
On June 18, 2025, the Company 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-13 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and notes thereto for the year ended January 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed on May 19, 2025 (the “Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”). This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
In some cases, you can identify forward-looking statements by terminology such as ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘expects,’ ‘plans,’ ‘intends,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘predicts,’ ‘potential,’ or ‘continue’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this report.
Unless otherwise indicated, references to the “Company,” “Kindcard”, “us”, or “we” refer to Kindcard, Inc. and its subsidiaries.
Company Overview
KindCard, Inc. (f/k/a MWF Global Inc.) (the “Company”) was incorporated in the State of Nevada on November 18, 2016, and established a fiscal year end of January 31. The Company was originally organized to sell unique country specific handcrafted natural products with a focus on sourcing these products from South-East Asia and offering these products for sale through the Company’s website and to establish other distribution channels. On June 1, 2021, RMR Management LLC (“RMR” and the “Majority Stockholder”) purchased 54,000,000 shares of common stock of the Company, representing the majority of the Company’s issued and outstanding shares, from William D. Mejia in consideration of a purchase price of $150,000. RMR is owned and controlled by Michael Rosen, the Company’s sole officer and director. On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp, a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”), pursuant to which the Company acquired (i) all of the intellectual property and operational assets (collectively, the “Tendercard Assets”) of the “Tendercard” division of Croesus, and (ii) 100% of the issued and outstanding shares of common stock of Kindcard MA, in consideration of an aggregate of 8,000,000 shares of common stock of the Company. On June 16, 2021, Michael Rosen was appointed as a Director of the Company. On June 30, 2021, William D. Mejia resigned as a director and the sole officer of the Company and Michael Rosen was appointed as the sole officer of the Company. On July 9, 2021, the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate”) with the State of Nevada effectuating a name change of the Company (the “Name Change”). As a result of the Name Change, the Company’s name changed from “MWF Global Inc.” to “Kindcard, Inc.”. The Certificate was approved by the Majority Stockholder and by the Board of Directors of the Company. The Purchase Agreement and the transactions contemplated therein closed on August 16, 2021 (the “Closing”). Subsequent to the Closing, the Company became aware that the Sellers failed to deliver certain of the Tendercard Assets to the Company in material breach of the Purchase Agreement. A settlement arrangement is currently being negotiated between the Company and Sellers in connection with such matter. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In addition, on January 14, 2022, Deb, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In connection with the Name Change, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (the “FINRA Corporate Action”). The Name Change was implemented by FINRA on September 21, 2021. Our symbol on OTC Markets was KCRDD for 20 business days from September 21, 2021 (the “Notification Period”). Our new CUSIP number is 49452K105. In connection with the FINRA Corporate Action, our symbol was changed to “KCRD” following the Notification Period.
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| Table of Contents |
The Company, through its wholly owned operating subsidiaries, Deb, Inc. and Tendercard, Inc., is an innovative FinTech and PayTech company which provides alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals domestically and worldwide. The Company believes that mobile wallet technology will ultimately grow to become the preferred method for merchants and consumers to transact online and at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment domestically and internationally.
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.
Results of Operations
For the three-month period ended October 31, 2025, we had revenues of $97,711 as compared to $139,366 in revenues for the three-month period ended October 31, 2024. Total Cost of Sales for the three-month period ended October 31, 2025, was $33,873 resulting in a Gross Profit of $63,838 as compared to Total Cost of Sales for the three-month period ended October 31, 2024, of $25,262 resulting in a Gross Profit of $114,104. Operating Expenses for the three-month period ended October 31, 2025, were $108,719 resulting in Net Loss from Operations of $44,881. The net loss for the three-month period ended October 31, 2025, is comprised of General and Administrative Expenses of $106,883 and Depreciation and Amortization of $1,836, as compared to the Net loss for the three-month period ended October 31, 2024, of $7,588 which is comprised of General and Administrative Expenses of $101,327 and Depreciation and Amortization of $20,365. The changes in results of operations for the three-month period ended October 31, 2025 as compared to the three-month period ended October 31, 2024, are primarily a result of a decrease in Cash Pickup revenues for the three month period ended October 31, 2025.
For the nine-month period ended October 31, 2025, we had revenues of $274,232 as compared to $301,159 in revenues for the nine-month period ended October 31, 2024. Total Cost of Sales for the nine-month period ended October 31, 2025, was $72,573 resulting in a Gross Profit of $201,659 as compared to Total Cost of Sales for the nine-month period ended October 31, 2024 of $65,596 resulting in a Gross Profit of $240,563. Operating Expenses for the nine-month period ended October 31, 2025, were $480,084 resulting in Net Loss of $278,425. The net loss for the nine-month period ended October 31, 2025, is comprised of General and Administrative Expenses of $456,529, and Depreciation and Amortization of $23,555, as compared to the net loss for the nine-month period ended October 31, 2024 of $181,175 which were comprised of General and Administrative Expenses of $361,912, and Depreciation and Amortization of $59,826. The changes in results of operations for the nine-month period ended October 31, 2025, as compared to the nine-month period ended October 31, 2024 are primarily a result of a decrease in Cash Pickup revenues and Shares issued for services for the nine month period ended October 31, 2025.
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 October 31, 2025, we had $9,698 in cash, $20,245 in Accounts Receivable, $3,554 in Unbilled revenue, net, and Other Assets of $13,549. Total liabilities as of October 31, 2025, were $1,242,944 compared to $1,132,511 in total liabilities at January 31, 2025. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain reporting status.
The total amount owed to the Company’s CEO as of October 31, 2025, was $325,005. The amounts due to related party consist of an amount due to an executive of the Company of $1,580, a 1% Convertible Promissory Note in the amount of $296,498 (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 $20,821 unsecured with an interest rate of 10% and a maturity date of December 31, 2025. RMR is a company owned and controlled by the Company’s CEO.
The remaining balance consists of Accounts Payable of $331,842, Accrued Interest of $61,334, Accrued Payroll and Tax Expenses of $10,335, Notes Payable of $347,960, the Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021 current portion of $7,310, Accrued Interest long term portion of $9,158 and a principal balance of $150,000.
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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
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2025, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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| Table of Contents |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently involved in any pending litigation or legal proceedings.
Item 1A. Risk Factors.
We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
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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 Act of 1934 |
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31.2+ |
| Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 |
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32.1* |
| Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2++ |
| Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith |
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# | Indicates management contract or compensatory plan. |
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+ | Included in Exhibit 31.1 |
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++ | Included in Exhibit 32.1 |
| 8 |
| 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. |
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| (Registrant) |
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Date: December 19, 2025 | By: | /s/ Michael Rosen |
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| Michael Rosen |
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| CEO, CFO, President, and Director |
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| (Principal Executive Officer, |
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| Principal Financial and Accounting Officer) |
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| 9 |
FAQ
What were Kindcard (KCRD) revenues and profits for the quarter ended October 31, 2025?
For the three months ended October 31, 2025, Kindcard reported $97,711 in revenue and a net loss of $44,881. For the nine months ended that date, revenue was $274,232 with a net loss of $278,425.
What does the Kindcard (KCRD) filing say about its going concern status?
Kindcard states that recurring losses, a working capital deficit of $1,050,289, and an accumulated deficit of $1,700,559 raise substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.
How leveraged is Kindcard (KCRD) as of October 31, 2025?
As of October 31, 2025, Kindcard had total assets of $47,046 and total liabilities of $1,242,944, resulting in a stockholders’ deficit of $(1,195,898). Cash on hand was $9,698.
How much debt and related-party obligations does Kindcard (KCRD) have?
Kindcard reports a $150,000 SBA loan
How many Kindcard (KCRD) shares are outstanding and were any new shares issued?
As of October 31, 2025, Kindcard had 103,330,799 common shares outstanding. On June 18, 2025, it issued 5,160,799 shares to a consultant in exchange for services.
What are Kindcard (KCRD) main revenue streams in the latest period?
For the nine months ended October 31, 2025, Kindcard generated $266,827 from its Tendercard program, $1,155 from Cash Pickup commission revenue, and $6,250 from Deb commission revenue.
What does Kindcard (KCRD) disclose about its internal controls in this 10-Q?
Management evaluated disclosure controls and procedures as of October 31, 2025 and concluded they were not effective due to material weaknesses in internal control over financial reporting. No material changes in internal control were reported during the quarter.
