KCRD 10-K & 10-Q changes, risk factors and insider trading

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.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.”. The Certificate was approved by the Majority Stockholder and by the Board of Directors of the Company. The Purchase Agreement and the transactions contemplated therein closed on August 16, 2021 (the “Closing”). Subsequent to the Closing, the Company became aware that the Sellers failed to deliver certain of the Assets to the Company in material breach of the Purchase Agreement. A settlement arrangement is currently being negotiated between the Company and Sellers in connection with such matter. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In addition, onOn January 14, 2022, Deb, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. In connection with the Name Change, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Name Change was implemented by FINRA on September 21, 2021. Our symbol on OTC Markets wasis KCRDD for 20 business days from September 21, 2021 (the “Notification Period”). Our newKCRD, CUSIP number is 49452K105. As a result of the name change, our symbol was changed to “KCRD” following the Notification Period.

ByAt the end of Q2 2025, Deb, Inc. and Tendercard, Inc. expecthad to completecompleted additional upgrades to their respective platforms. In addition, the Company has identified specific merchants which are ready to integrate with Deb for use as an alternative payment solution from their consumers.consumers worldwide.

Tendercard, Inc. will focuscontinue itsto expand efforts alongto withadd itsadditional resellersmerchants directly to focus on all merchant types that are seeking to integrate aits simple and cost-effective Gift and Loyalty platform in time for the 20242026 holiday season.

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

Total revenues amounted to $365,708 which consisted of $7,408 in commission revenue and $358,300 in gift card program revenue for the year ended January 31, 2026. Total revenue was $410,869 which consisted of $27,151 in commission revenue, $378,560 in gift card program revenue and $5,158$27,151 in commission revenue and $5,000 in other revenue for the year ended January 31, 2025. Total revenue was $486,843 which consisted of $381,944 in gift card program revenue and $79,899 in commission revenue and $25,000 in other revenue for the year ended January 31, 2024. The decrease of $75,974$45,161 in revenue was due to ana decrease in gift card program revenue and commission revenue.

For the years ended January 31, 20252026 and 2024,2025, the cost of revenue were $97,278$96,839 and $96,962,$97,278, respectively, representing an increasedecrease of $316.$439. The increasedecrease ofin the cost of revenue was mainly driven by an increasedecrease in the direct costs to produce the revenue.

Cash flows used byin operating activities during the year ended January 31, 20252026 amounted to $122,384$47,071 as compared with $64,628$122,384 for the year ended January 31, 2024.2025.

Cash flows used in investing activities during the year ended January 31, 20252026 amounted to $15,225$0 as compared with $15,225 for the year ended January 31, 2024.2025. Our investing activities in 2025 consisted of costs incurred in the development of intellectual property $15,225. Our investing activities in 2024 consisted of costs incurred in the development of intellectual property $15,225.

Cash flows provided(used byin) financing activities during the year ended January 31, 20252026 amounted to $137,051($47,000) as compared with $76,750$137,051 for the year ended January 31, 2024.2025. Our negative cash flow in 2026 consisted of net proceeds from short-term loans of $163,171 and repayment of related party loans of $210,171. Our positive cash flow in 2025 consisted of net proceeds from short-term loans of $137,150. Our positive cash flow in 2024 consisted of net proceeds from short term loans of $51,750$46,744 and proceeds from therelated saleparty loans of shares $25,000.$90,307.

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. The Company believes that mobile wallet technology will ultimately grow to become the preferred method for merchants and consumers to transact at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment through our proprietary “Pay with Deb” consumer app and merchant services platform (“Pay with Deb”).49452K105.

The Company, through its wholly owned operating subsidiaries, Deb, Inc. and Tendercard, Inc., is an innovative FinTech and PayTech company which provides traditional payment solutions along with alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals worldwide.domestically Theand Companyinternationally believesvia that mobile walletstrategic technology willpartnerships. ultimatelyPeriod”). growOur new CUSIP number is 49452K105. In connection with the FINRA Corporate Action, our symbol was changed to become“KCRD” following the preferredNotification method for merchants and consumers to transact at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment through our proprietary “Pay with Deb” consumer app and merchant services platform (“Pay with Deb”).Period.

For the three-month period ended AprilJuly 30,31, 2026, we had revenues of $74,175$72,758 as compared to $85,591$90,930 in revenues for the three-month period ended AprilJuly 30,31, 2025. Total Cost of Sales for the three-month period ended AprilJuly 30,31, 20262026, was $18,318$16,860 resulting in a Gross Profit of $55,857$55,898 as compared to Total Cost of Sales for the three-month period ended AprilJuly 30,31, 20252025, of $19,772$18,928 resulting in a Gross Profit of $65,819.$72,002. Operating Expenses for the three-month period ended AprilJuly 30,31, 20262026, were $118,275$110,081 resulting in Net Loss from Operations of $62,418.$54,183. The net loss for the three-month period ended AprilJuly 30,31, 20262026, is comprisedattributable ofto General and Administrative Expenses of $115,738,$107,543 and Depreciation and Amortization of $2,537,$2,538, as compared to the netNet loss for the three-month period ended AprilJuly 30,31, 20252025, of $55,064$178,480 which wereis comprisedattributable ofto General and Administrative Expenses of $104,417,$245,229 and Depreciation and Amortization of $16,466.$5,253. The changes in results of operations for the three-month period ended AprilJuly 30,31, 2026 as compared to the three-month period ended AprilJuly 30,31, 20252025, are primarily a result of aShares decreaseissued infor Cost of Salesservices for the three month period ended AprilJuly 30,31, 2026.2025.

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

As of AprilJuly 30,31, 20262026, we had $9,140$9,254 in cash, $43,818$52,600 in Accounts Receivable, net and Other Assets of $7,190.Receivable. Total liabilities as of AprilJuly 30,31, 2026, were $1,240,775 as$1,301,316 compared to $1,169,622 in total liabilities at January 31, 2026. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.

The remaining balance consists of Accounts Payable of $395,289,$388,677, Accrued Interest of $80,141,$91,038, Accrued Interest due to related party of $8,912, Accrued Payroll Expenses of $6,042, Accrued Tax Expense of $462,$6,504, Notes Payable of $406,351,$432,861, the Small Business Administration Economic Disaster Injury Loan assumed in the acquisition of Kindcard on June 7, 2021 current portion of $6,579,$4,386, Accrued Interest long term portion of $12,559$11,903 and a principal balance of $150,020.$150,020 and the loan obtained by Tendercard from On Deck Capital on June 3, 2026 in the amount of $59,000, with a principal balance current portion of $29,501 and long term portion of $24,961, for a total principal balance of $54,462.