Cover
Cover - shares | 6 Months Ended | |
Jul. 31, 2022 | Sep. 13, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | KINDCARD, INC. | |
Entity Central Index Key | 0001696025 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jul. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 86,945,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56003 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 81-4520116 | |
Entity Address Address Line 1 | 1001 Yamato Road | |
Entity Address Address Line 2 | #100 | |
Entity Address City Or Town | Boca Raton | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 33496 | |
City Area Code | 888 | |
Local Phone Number | 888-0708 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
Current Assets: | ||
Cash | $ 16,118 | $ 21,131 |
Accounts receivable, net | 68,017 | 31,525 |
Total Current Assets | 84,135 | 52,656 |
Property, plant and equipment, net | 15,392 | 11,375 |
Intellectual property, net | 202,014 | 95,040 |
Total Other Assets | 217,405 | 106,415 |
Total Assets | 301,541 | 159,071 |
Current Liabilities | ||
Accounts payable | 94,565 | 106,395 |
Accrued payroll expenses | 44,641 | 69,003 |
Due to related party | 296,501 | 296,498 |
Notes payable | 116,963 | 0 |
Current portion SBA loan | 918 | 0 |
Total Current Liabilities | 553,588 | 471,896 |
Long-term Liabilities | ||
SBA loan and accrued interest | 159,084 | 157,212 |
Total Long-term Liabilities | 159,084 | 157,212 |
Total Liabilities | 712,672 | 629,108 |
Commitments and Contingencies - See Note 9 | 0 | 0 |
Common StockAuthorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 86,945,000 of common stock (January 31, 2022 - 83,825,000) | 86,945 | 83,825 |
Additional Paid In Capital | 108,395 | (43,625) |
Accumulated Deficit | (606,471) | (510,237) |
Total Stockholders' Deficit | (411,131) | (470,037) |
Total Liabilities and Stockholders' Deficit | $ 301,541 | $ 159,071 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2022 | Jan. 31, 2022 |
Consolidated Balance Sheets | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 86,945,000 | 83,825,000 |
Common Stock, Shares Outstanding | 86,945,000 | 83,825,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Consolidated Statements of Operations (Unaudited) | ||||
Revenue | $ 139,204 | $ 0 | $ 324,154 | $ 0 |
Total Revenue | 139,204 | 0 | 324,154 | 0 |
Cost of Sales | 19,532 | 0 | 36,008 | 0 |
Total Cost of Sales | 19,532 | 0 | 36,008 | 0 |
Gross Profit | 119,672 | 0 | 288,146 | 0 |
Operating Expenses | ||||
General and Administrative Expenses | 220,751 | 9,992 | 415,749 | 10,555 |
Depreciation and Amortization | 15,409 | 0 | 17,599 | 0 |
Professional Fees | 0 | 4,000 | 0 | 12,500 |
Total Operating Expenses | 236,160 | 13,992 | 433,348 | 23,055 |
Net Loss from Operations | (116,488) | (13,992) | (145,202) | (23,055) |
Other Income - Wholesale Payments-See Note 11 | 0 | 0 | 48,968 | 0 |
Net Loss | $ (116,488) | $ (13,992) | $ (96,234) | $ (23,055) |
Weighted Average Number of Common Shares Outstanding - | ||||
Basic and Diluted | 86,358,587 | 75,825,000 | 85,119,862 | 7,582,500 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jan. 31, 2021 | 75,825,000 | |||
Balance, amount at Jan. 31, 2021 | $ (96,919) | $ 75,825 | $ (59,625) | $ (113,119) |
Net loss for period ended April 30, 2021 | (9,063) | $ 0 | 0 | (9,063) |
Balance, shares at Apr. 30, 2021 | 83,825,000 | |||
Balance, amount at Apr. 30, 2021 | (105,982) | $ 75,825 | (59,625) | (122,182) |
Net loss for period ended April 30, 2021 | (13,992) | $ 0 | 0 | (13,992) |
Balance, shares at Jul. 01, 2021 | 83,825,000 | |||
Balance, amount at Jul. 01, 2021 | (119,974) | $ 75,825 | (59,625) | (136,174) |
Balance, shares at Jan. 31, 2022 | 83,825,000 | |||
Balance, amount at Jan. 31, 2022 | (470,037) | $ 83,825 | (43,625) | (510,237) |
Net loss for period ended April 30, 2021 | 20,254 | $ 0 | 0 | 20,254 |
Shares issued in exchange for services, shares | 20,000 | |||
Shares issued in exchange for services, amount | 140 | $ 20 | 120 | |
Balance, shares at Apr. 30, 2022 | 83,845,000 | |||
Balance, amount at Apr. 30, 2022 | (449,643) | $ 83,845 | (43,505) | (489,983) |
Balance, shares at Jan. 31, 2022 | 83,825,000 | |||
Balance, amount at Jan. 31, 2022 | (470,037) | $ 83,825 | (43,625) | (510,237) |
Net loss for period ended April 30, 2021 | (96,234) | |||
Balance, shares at Jul. 31, 2022 | 86,945,000 | |||
Balance, amount at Jul. 31, 2022 | (411,131) | $ 86,945 | 108,395 | (606,471) |
Balance, shares at Apr. 30, 2022 | 83,845,000 | |||
Balance, amount at Apr. 30, 2022 | (449,643) | $ 83,845 | (43,505) | (489,983) |
Net loss for period ended April 30, 2021 | (116,488) | $ 0 | 0 | (116,488) |
Shares issued for cash, shares | 3,000,000 | |||
Shares issued for cash, amount | 150,000 | $ 3,000 | 147,000 | |
Shares issued with debt, shares | 100,000 | |||
Shares issued with debt, amount | 5,000 | $ 100 | 4,900 | |
Balance, shares at Jul. 31, 2022 | 86,945,000 | |||
Balance, amount at Jul. 31, 2022 | $ (411,131) | $ 86,945 | $ 108,395 | $ (606,471) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Consolidated Statements of Cash Flows (Unaudited) | ||
Net loss | $ (96,234) | $ (23,055) |
Adjustments to reconcile net income to net cash used in operations | ||
Stock issued for services | 140 | 0 |
Depreciation and amortization | 22,599 | 0 |
Decrease (increase) in operating assets/liabilities | 22,739 | 0 |
Accounts receivable | (36,490) | 0 |
Accounts payables | (11,830) | (938) |
Accrued expenses | (24,363) | 0 |
Total Adjustments to reconcile Net loss to Net Cash (used in) operations | (72,683) | (938) |
Net cash (used in) by operating activities | (146,178) | (23,993) |
Cash flows from investing activities | ||
Purchase of software and equipment | (128,588) | 0 |
Net cash used in investing activities | (128,588) | 0 |
Cash flows from financing activities | ||
Proceeds from related party loan | 0 | 24,033 |
Proceeds from sale of shares for cash | 150,000 | 0 |
Proceeds from notes payable, net | 119,753 | 0 |
Net cash provided by financing activities | 269,753 | 24,033 |
Net cash increase (decrease) for the year | (5,013) | 40 |
Cash at beginning of year | 21,131 | 44 |
Cash at end of year | $ 16,118 | 84 |
Common Stock issued in exchange for services | 120 | |
Software purchases included in accounts payable | $ 20,920 | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jul. 31, 2022 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION KindCard, Inc. (f/k/a MWF Global Inc.) (the “Company”) was incorporated in the State of Nevada on November 18, 2016, and established a fiscal year end of January 31. The Company was originally organized to sell unique country specific handcrafted natural products with a focus on sourcing these products from South-East Asia and offering these products for sale through the Company’s website and to establish other distribution channels. On June 1, 2021, RMR Management LLC (“RMR” and the “Majority Stockholder”) purchased 54,000,000 shares of common stock of the Company, representing the majority of the Company’s issued and outstanding shares, from William D Mejia in consideration of a purchase price of $150,000. RMR is owned and controlled by Michael Rosen, the Company’s sole officer and director. On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp, a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”), pursuant to which the Company acquired (i) all of the intellectual property and operational assets (collectively, the “Assets”) of the Tendercard Division of Croesus and (ii) 100% of the issued and outstanding shares of common stock of Kindcard MA in consideration of an aggregate of 8,000,000 shares of common stock of the Company. On June 16, 2021, Michael Rosen was appointed as a Director of the Company. On June 30, 2021, William D. Mejia resigned as a director and the sole officer of the Company and Michael Rosen was appointed as the sole officer of the Company. On July 9, 2021, the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate”) with the State of Nevada effectuate a name change (the “Name Change”). As a result of the Name Change, the Company’s name changed from “MWF Global Inc.” to “Kindcard, Inc.”. The Certificate was approved by the Majority Stockholder and by the Board of Directors of the Company. The Purchase Agreement and the transactions contemplated therein closed on August 16, 2021 (the “Closing”). Subsequent to the Closing, the Company became aware that the Sellers failed to deliver certain of the Assets to the Company in material breach of the Purchase Agreement. A settlement arrangement is currently being negotiated between the Company and Sellers in connection with such matter. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In connection with the Name Change, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Name Change was implemented by FINRA on September 21, 2021. Our symbol on OTC Markets was KCRDD for 20 business days from September 21, 2021 (the “Notification Period”). Our new CUSIP number is 49452K105. As a result of the name change, our symbol was changed to “KCRD” following the Notification Period. The Company’s principal business activity 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. 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 $606,471. At July 31, 2022, the Company has a working capital deficit of $469,453 and a net loss of $96,234 for the six months ended July 31, 2022. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern from a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of July 31, 2022, the Company has issued 86,945,000 shares of common stock issued and outstanding. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended January 31, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended July 31, 2022 are not necessarily indicative of the results that may be expected for the year ending January 31, 2023. 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, and Impairment of long-lived assets. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized when all of the following criteria are met: (i) Identification of the contract, or contracts, with a customer (ii) Identification of the performance obligations in the contract (iii) Determination of the transaction price (iv) Allocation of the transaction price to the performance obligations in the contract (v) Recognition of revenue when, or as, we satisfy performance obligation We currently offer the following products and services: Vault Program Tendercard 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 Level 2 Level 3 Loss per Common Share The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. There are no common stock equivalents at July 31, 2022. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 6 Months Ended |
Jul. 31, 2022 | |
BUSINESS ACQUISITION | |
BUSINESS ACQUISITION | NOTE 2 – BUSINESS ACQUISITION On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp., a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”)pursuant to which the Company acquired 100% of the outstanding shares of common stock of Kindcard MA (the “Kindcard MA Shares”)and all of intellectual property and operational assets (collectively, the “Tendercard Assets”) of the Tendercard Division of Croesus in consideration of an aggregate of 8,000,000 shares of common stock of the Company issued to the owners of KindCard MA and Croesus at a per share price of $0.003 per share representing a total cash value of $24,000 based on the equitable market value on the date of purchase (see Note 1). In addition, the Company assumed a SBA Loan from Kindcard MA in the amount of $157,212 resulting in total consideration paid by the Company valued at $177,160. The Purchase Agreement and the transactions contemplated therein closed on August 16, 2021 (the “Closing”). Subsequent to the Closing, the Company became aware that the Sellers failed to deliver certain of the Assets to the Company in material breach of the Purchase Agreement. A settlement arrangement is currently being negotiated between the Company and Sellers in connection with such matter. As a result, the goodwill from the acquisition of the Kindcard MA Shares was considered impaired and the Company recorded and impairment expense of $110,291 as of January 31, 2022. The other intangible assets recorded related to the acquisition of the Tendercard Assets from Croesus. In addition, the Purchase Agreement included certain contingent consideration for additional shares to be issued to Seller upon certain conditions being met related to the Company’s quoted common stock price. Given that the Seller failed to deliver certain of the Assets as noted, the Company did not issue any additional shares to Seller and therefore the contingent consideration was value at $0 initially. At July 31, 2022, the Company reevaluated the contingent consideration noting that it was still valued at $0.00. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. The Company’s principal business activity through its wholly owned operating subsidiaries, Deb Inc. and Tendercard Inc., is an innovative FinTech and PayTech company which provides alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals. The Company recorded the acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for the acquisition and the amounts of the assets acquired at fair market value assumed recognized at the acquisition date. Purchase Price Considerations Fair Value Stock Consideration $ 24,000 SBA Loan 153,160 Total Purchase Consideration & Assumed Liabilities $ 177,160 Tangible Assets Cash 19,048 Accounts Receivable 26,721 Intangible Assets Customer Lists 9,900 Website 5,200 Trade Name 2,800 Technology 3,200 Goodwill 110,291 Total Assets $ 177,160 |
ACCOUNTS RECEIVABLE, Net
ACCOUNTS RECEIVABLE, Net | 6 Months Ended |
Jul. 31, 2022 | |
ACCOUNTS RECEIVABLE, Net | |
ACCOUNTS RECEIVABLE, Net | NOTE 3 – ACCOUNTS RECEIVABLE, Net We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due. There are $68,017 and $31,745 in accounts receivables net of $423 and $220 allowances at July 31, 2022 and January 31, 2022, respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jul. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 4 – 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. Property and equipment consist of the following at: July 31, January 31, 2022 2022 Merchandise and equipment: Vault $ 10,000 $ 10,000 Merchandise and equipment: Office Equipment 4,286 2,545 Merchandise and equipment: IT Equipment 4,945 - Less: accumulated depreciation (3,839 ) (1,170 ) Total $ 15,392 $ 11,375 Depreciation expense amounted to approximately $1,407 and $0.00 during the three months ended July 31, 2022 and July 31, 2021, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jul. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired and liabilities assumed, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. The Company did not note any impairment as of July 31, 2022. Goodwill Goodwill recorded was $110,291 and related specifically to the acquisition of Kindcard with no other assets assumed on June 7, 2021 (see note 2). KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. As a result, the goodwill from the acquisition of Kindcard was considered impaired in full and the Company recorded and impairment expense of $110,291 during the year ended January 31, 2022. Intangible assets Intangible assets are comprised of customer relationships and brands acquired in a business combination specifically related to the Tendercard division (see note 2) and its DEB Platform. 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. The Company did not note any impairment as of July 31, 2022. On December 21, 2021 the Company entered into a contract to develop its DEB Platform, a proprietary payment processing platform for a total cost of $150,000. On June 8, 2022, the Company entered into a contract to further customize the platform for an additional cost of $46,903. $25,983 in deposits were paid as of July 31, 2022, with the remaining balance to be paid in the third quarter of FY 2023 for the work performed and completed. The amount is recorded in accounts payable as of July 31, 2022. The platform is currently in testing, is anticipated to go into production in the third quarter of FY 2023 and will be depreciated over 3 - 5 years. July 31, 2022 January 31, 2022 Definite-lived intangible assets Technology: DEB Platform $ 196,903 $ 75,000 Technology: Tendercard Program 3,200 3,200 Customer Lists 9,900 9,900 Website $ 5,200 $ 5,200 Trade Name 2,800 2,800 Less: accumulated amortization (15,989 ) (1,060 ) Definite-lived intangible assets, net $ 202,014 $ 95,040 Total Intangibles $ 202,014 $ 95,040 The following is the future estimated amortization expense related to intangible assets as of July 31, 2022: Year ending January 31, 2023 - 43,571 2024 - 70,547 2025 - 70,547 2026 - 16,819 2027 - 530 Total - $ 202,014 |
CURRENT LIABILITIES
CURRENT LIABILITIES | 6 Months Ended |
Jul. 31, 2022 | |
CURRENT LIABILITIES | |
CURRENT LIABILITIES | NOTE 6 – CURRENT LIABILITIES Accounts Payable Accounts Payable is comprised of Trade payables of $94,565 and $106,395 at July 31, 2022 and January 31, 2022. Accrued Payroll Expenses Balance consists of Accrued Salaries & Wages $10,208 and $14,834, Accrued Payroll Tax $781 and $1,323 and Payroll Tax Payable of $33,652 and $52,846 at July 31, 2022 and January 31, 2022, respectively. Notes Payable Notes payable consists of $116,394 and $0.00 in short term notes payable and accrued interest of $569 and $0.00 at July 31, 2022 and January 31, 2021, respectively. These notes have interest rates ranging from 7% to 12% per annum and maturity dates within one to twelve months. |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 6 Months Ended |
Jul. 31, 2022 | |
DUE TO RELATED PARTY | |
DUE TO RELATED PARTY | NOTE 7 – DUE TO RELATED PARTY Due to Related Party The total amount owed to the CEO as of July 31, 2022 was $296,501 (January 31, 2022 - $296,498). The amounts due to related party are unsecured and non-interest bearing with no set terms of repayment. |
SBA LOAN
SBA LOAN | 6 Months Ended |
Jul. 31, 2022 | |
SBA LOAN | |
SBA Loan | NOTE 8 – SBA Loan The balance consists of Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021, with a principal balance of $150,000 and $3,160 accrued interest for a total balance of $153,160. An additional $6,842 of interest was accrued for the fourteen months ended July 31, 2022 for a total balance of $160,002. The term of the note is 30 years with an interest rate of 3.75% per annum, Installment payments of $713 currently scheduled to begin April 14, 2023. Year ending January 31, 2023: $ 6,417 2024: 8,556 2025: 8,556 2026: 8,556 2027: 8,556 Thereafter 119,361 Total future minimum loan payments $ 160,002 Less: current portion (918 ) Long-term portion 159,084 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jul. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company’s business activities. The extent to which COVID-19 may impact the Company’s business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these consolidated financial statements as a result of this matter. On May 25, 2022 the Company entered into an Advisory Agreement related to the development, design and build of their compliance and state licensing program. The initial term of the agreement is six months at a rate of $5,000 per month ($30,000) with an option to renew on a month-to-month basis thereafter. The contract includes a Grant allowing the Advisor the opportunity to earn up to a total of One Million (1,000,000) shares of common stock (the “Shares”) of Company to be issued one year from the effective date of the Advisory Agreement subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives. As of July 31, 2022, no Shares have been issued. On May 25, 2022 the Company entered into an Advisory Agreement for the oversight of all regulatory BSA/AML compliance matters and the drafting of the Company’s comprehensive BSA/AML compliance program policies and procedures. The initial term of the agreement is six months at a rate of $5,000 per month ($30,000) with an option to renew on a month-to-month basis thereafter. The contract includes a Grant allowing the Advisor the opportunity to earn up to a total of Five Hundred Thousand (500,000) shares of common stock (the “Shares”) of Company subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives. As of July 31, 2022, no Shares have been issued. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jul. 31, 2022 | |
COMMON STOCK | |
COMMON STOCK | NOTE 10 – COMMON STOCK The Company is authorized to issue 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. The Company issued 8,000,000 shares of common stock at closing of the business acquisition, to KindCard, Inc. and Croesus Holdings Corp. for a total value of $24,000 (see note 2). The Company issued 20,000 shares of common stock at $0.007 per share ($140) based on the current weighted average cost per share calculated using subsequent share prices issued for cash given the Company does not have an active trading market, with a par value of $0.001 per share on February 25, 2022 to Start Here, Inc. in exchange for rebranding services provided to the Company. The Company issued 50,000 shares of common stock on May 13, 2022 in connection with a promissory note. The $2,500 cost of the shares was allocated based on the relative fair value. Given the short term maturity of the note the cost was expensed in full during the quarter. The Company issued 3,000,000 restricted shares of common stock at $0.05 per share for a total purchase price of $150,000 on May 23, 2022 to an accredited investor per the Subscription Agreement executed on May 17, 2022. The Company issued 50,000 shares of common stock on June 12, 2022 in connection with a promissory note. The $2,500 cost of the shares was allocated based on the relative fair value. Given the short term maturity of the note the cost was expensed in full during the quarter. |
TERMINATION OF MATERIAL DEFINIT
TERMINATION OF MATERIAL DEFINITIVE AGREEMENT | 6 Months Ended |
Jul. 31, 2022 | |
COMMON STOCK | |
TERMINATION OF MATERIAL DEFINITIVE AGREEMENT | NOTE 11 – TERMINATION OF MATERIAL DEFINITIVE AGREEMENT An Asset Purchase Agreement, dated as of the 1st day of January, 2022, was entered into between Wholesale Payments LLC, a Wyoming limited liability company (“Seller”) and the Company, Kindcard, Inc., a Nevada corporation (“Buyer”) to purchase 100% of the assets of Wholesale Payments, LLC. Pursuant to Sections 206(b)(ii) and 206(b)(iii), the Buyer and the Seller agreed to terminate this Agreement on March 9, 2022 and no assets were transferred to the Company. The Company received net proceeds of $48,968 from Wholesale Payments, LLC related to a one-time commission that would not be considered revenue and was recorded as other income prior to the Purchase Agreement being rescinded. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jul. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On August 5, 2022, the Company received a short-term loan from Vision Payments, Inc. in the amount of $5,000. The loan accrues interest at the rate of 7% per annum. Principal and interest are due on February 5, 2023. On August 17, 2022, the Company received a short-term loan from an accredited investor in the amount of $10,000. The loan accrues interest at a rate of 7% per annum. Principal and interest are due December 17, 2023. On August 31, 2022, the Company received a short-term loan from an accredited investor in the amount of $55,000. The loan accrues interest at a rate of 7% per annum. Principal and interest are due August 30, 2023. |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jul. 31, 2022 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
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 $606,471. At July 31, 2022, the Company has a working capital deficit of $469,453 and a net loss of $96,234 for the six months ended July 31, 2022. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern from a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of July 31, 2022, the Company has issued 86,945,000 shares of common stock issued and outstanding. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
Basis of Presentation | The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended January 31, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended July 31, 2022 are not necessarily indicative of the results that may be expected for the year ending January 31, 2023. |
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, and Impairment of long-lived assets. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
Revenue Recognition | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized when all of the following criteria are met: (i) Identification of the contract, or contracts, with a customer (ii) Identification of the performance obligations in the contract (iii) Determination of the transaction price (iv) Allocation of the transaction price to the performance obligations in the contract (v) Recognition of revenue when, or as, we satisfy performance obligation We currently offer the following products and services: Vault Program Tendercard |
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 Level 2 Level 3 |
Loss per Common Share | The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. There are no common stock equivalents at July 31, 2022. |
Income Taxes | The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
BUSINESS ACQUISITION | |
Summary of consideration paid for the acquisition | Purchase Price Considerations Fair Value Stock Consideration $ 24,000 SBA Loan 153,160 Total Purchase Consideration & Assumed Liabilities $ 177,160 Tangible Assets Cash 19,048 Accounts Receivable 26,721 Intangible Assets Customer Lists 9,900 Website 5,200 Trade Name 2,800 Technology 3,200 Goodwill 110,291 Total Assets $ 177,160 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | July 31, January 31, 2022 2022 Merchandise and equipment: Vault $ 10,000 $ 10,000 Merchandise and equipment: Office Equipment 4,286 2,545 Merchandise and equipment: IT Equipment 4,945 - Less: accumulated depreciation (3,839 ) (1,170 ) Total $ 15,392 $ 11,375 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule Of Definite And Indefinite Lived Intangible Assets | July 31, 2022 January 31, 2022 Definite-lived intangible assets Technology: DEB Platform $ 196,903 $ 75,000 Technology: Tendercard Program 3,200 3,200 Customer Lists 9,900 9,900 Website $ 5,200 $ 5,200 Trade Name 2,800 2,800 Less: accumulated amortization (15,989 ) (1,060 ) Definite-lived intangible assets, net $ 202,014 $ 95,040 Total Intangibles $ 202,014 $ 95,040 |
Future Estimated Amortization Expense | Year ending January 31, 2023 - 43,571 2024 - 70,547 2025 - 70,547 2026 - 16,819 2027 - 530 Total - $ 202,014 |
SBA LOAN (Tables)
SBA LOAN (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
SBA LOAN (Tables) | |
Schedule Of SBA Loan | 2023: $ 6,417 2024: 8,556 2025: 8,556 2026: 8,556 2027: 8,556 Thereafter 119,361 Total future minimum loan payments $ 160,002 Less: current portion (918 ) Long-term portion 159,084 |
NATURE OF OPERATIONS AND BASI_3
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative1) - USD ($) | 6 Months Ended | |||||
Jul. 31, 2022 | Jun. 12, 2022 | May 13, 2022 | Jan. 31, 2022 | Jun. 16, 2021 | Jun. 01, 2021 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | ||||||
Purchase price | $ 150,000 | |||||
Common stock issued | 86,945,000 | 50,000 | 50,000 | 83,825,000 | 8,000,000 | 54,000,000 |
Working capital deficit | $ (469,453) | |||||
Net loss | 96,234 | |||||
Operating losses | $ 606,471 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) | Jul. 31, 2022 USD ($) |
BUSINESS ACQUISITION | |
Stock Consideration fair value | $ 24,000 |
SBA Loan | 153,160 |
Total Purchase Consideration & Assumed Liabilities | 177,160 |
Tangible Assets | |
Cash | 19,048 |
Accounts receivable | 26,721 |
Intangible Assets | |
Customer Lists | 9,900 |
Website | 5,200 |
Trade Name | 2,800 |
Technology | 3,200 |
Goodwill | 110,291 |
Total Assets | $ 177,160 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 07, 2021 | Jan. 31, 2022 | Jul. 31, 2022 | |
BUSINESS ACQUISITION | |||
Total consideration, shares | 8,000,000 | ||
Par value consideration | $ 0.003 | ||
Equitable market value | $ 24,000 | ||
Total consideration, amount | 177,160 | ||
Impairment expense | $ 110,291 | ||
SBA Loan from Kindcard Inc | $ 157,212 | ||
contingent consideration | $ 0 | ||
Common stock shares issued | 8,000,000 |
ACCOUNTS RECEIVABLE Net (Detail
ACCOUNTS RECEIVABLE Net (Details Narrative) - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
ACCOUNTS RECEIVABLE, Net | ||
Account receivable | $ 68,017 | $ 31,745 |
Allowance for bad debt | $ 423 | $ 220 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
PROPERTY AND EQUIPMENT | ||
Merchandise and equipment: Vault | $ 10,000 | $ 10,000 |
Merchandise and equipment: Office Equipment | 4,286 | 2,545 |
Merchandise and equipment: IT Equipment | 4,945 | 0 |
Less: accumulated depreciation | (3,839) | (1,170) |
Total | $ 15,392 | $ 11,375 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense | $ 1,407 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
Less: accumulated amortization | $ (15,989) | $ (1,060) |
Definite-lived intangible assets, net | 202,014 | 95,040 |
Total Intangibles | 202,014 | 95,040 |
Customer Lists [Member] | ||
Definite-lived intangible assets, gross | 9,900 | 9,900 |
Technology DEB Platform [Member] | ||
Definite-lived intangible assets, gross | 196,903 | 75,000 |
Technology Tendercard Program [Member] | ||
Definite-lived intangible assets, gross | 3,200 | 3,200 |
Website [Member] | ||
Definite-lived intangible assets, net | 5,200 | 5,200 |
Trade Names [Member] | ||
Definite-lived intangible assets, gross | $ 2,800 | $ 2,800 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details 1) | Jul. 31, 2022 USD ($) |
GOODWILL AND INTANGIBLE ASSETS | |
2023 | $ 43,571 |
2024 | 70,547 |
2025 | 70,547 |
2026 | 16,819 |
2027 | 530 |
Total | $ 202,014 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2022 | Dec. 21, 2021 | |
Impairment expenses | $ 46,903 | |
Proprietary payment | $ 150,000 | |
Proprietary payment deposit | $ 25,983 | |
Minimum [Member] | ||
Intangible assets useful life | 3 years | |
Maximum [Member] | ||
Intangible assets useful life | 5 years |
CURRENT LIABILITIES (Details Na
CURRENT LIABILITIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2022 | Jan. 31, 2022 | |
Trade payables | $ 94,565 | $ 106,395 |
Accrued Salaries & Wages | 10,208 | 14,834 |
Accrued Payroll Tax | 781 | 1,323 |
Payroll Tax Payable | 33,652 | 52,846 |
Short term notes payable | 116,394 | 0 |
Accrued interest | $ 569 | $ 0 |
Minimum [Member] | ||
Interest rates | 7% | |
Maturity dates | 1 month | |
Maximum [Member] | ||
Interest rates | 12% | |
Maturity dates | 12 months |
DUE TO RELATED PARTY (Details N
DUE TO RELATED PARTY (Details Narrative) - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
CEO [Member] | ||
Due to related party | $ 296,501 | $ 296,498 |
SBA LOAN (Details)
SBA LOAN (Details) | Jul. 31, 2022 USD ($) |
SBA LOAN (Tables) | |
2023 | $ 6,417 |
2024 | 8,556 |
2025 | 8,556 |
2026 | 8,556 |
2027 | 8,556 |
Thereafter | 119,361 |
Total future minimum loan payments | 160,002 |
Less: current portion | (918) |
Long-term portion | $ 159,084 |
SBA LOAN (Details Narrative)
SBA LOAN (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2022 | Jun. 07, 2021 | |
SBA LOAN (Tables) | ||
Total balance Principal and accrued interest | $ 153,160 | |
Accured interest | 3,160 | |
Debt term | 30 years | |
Interest rate | 3.75% | |
Installment payment | $ 713 | |
Total amount | 160,002 | |
Additional interest | $ 6,842 | |
Principal balance | $ 150,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 31, 2022 | Jun. 12, 2022 | May 25, 2022 | May 13, 2022 | Jan. 31, 2022 | Jun. 16, 2021 | Jun. 01, 2021 |
Common stock issued | 86,945,000 | 50,000 | 50,000 | 83,825,000 | 8,000,000 | 54,000,000 | |
Compliance program policies and procedures [Member] | |||||||
Common stock issued | 1,000,000 | ||||||
Initial term per month | $ 5,000 | ||||||
Compliance and state licensing program [Member] | |||||||
Common stock issued | 500,000 | ||||||
Initial term per month | $ 5,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative1) - USD ($) | Jul. 31, 2022 | Jun. 12, 2022 | May 23, 2022 | May 13, 2022 | Feb. 25, 2022 | Jan. 31, 2022 | Jun. 16, 2021 | Jun. 01, 2021 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||
Common stock issued | 86,945,000 | 50,000 | 50,000 | 83,825,000 | 8,000,000 | 54,000,000 | ||
Relative fair value | $ 2,500 | $ 2,500 | ||||||
Restricted shares | 3,000,000 | |||||||
Business acquisition | $ 24,000 | |||||||
Total purchase price | $ 150,000 | |||||||
Common stock, par value | $ 0.001 | |||||||
KindCard, Inc [Member] | ||||||||
Common stock issued | 8,000,000 | |||||||
Start Here, Inc [Member] | ||||||||
Common stock issued | 20,000 | |||||||
Common stock, par value | $ 0.007 | $ 0.001 |
TERMINATION OF MATERIAL DEFIN_2
TERMINATION OF MATERIAL DEFINITIVE AGREEMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2022 | Mar. 09, 2022 | |
TERMINATION OF MATERIAL DEFINITIVE AGREEMENT (Details Narrative) | ||
Purchase of assets of Wholesale Payments | 100% | |
Agreement termination | March 9, 2022 | |
Commission received | $ 48,968 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Aug. 05, 2022 | Aug. 31, 2022 | Aug. 17, 2022 | |
Accredited investor [Member] | |||
Received short-term loan | $ 55,000 | $ 10,000 | |
Loan accrues interest rate | 7% | 7% | |
Principal and interest are due | August 30, 2023 | December 17, 2023 | |
Vision Payments, Inc [Member] | |||
Received short-term loan | $ 5,000 | ||
Loan accrues interest rate | 7% | ||
Principal and interest are due | February 5, 2023 |