Kindcard, Inc. - Quarter Report: 2022 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

For the quarterly period ended April 30, 2022

Commission File Number 000-56003

1001 Yamato Road, #100, Boca Raton, Florida, 33496

(Address of principal executive offices) (Zip Code)

(888) 888-0708

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ Yes     ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 21, 2022, there were 83,845,000 shares of common stock issued and outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

Kindcard, Inc.

Consolidated Financial Statements

April 30, 2022

(Unaudited)

Table of Contents

Kindcard, Inc.

Consolidated Balance Sheets

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

Kindcard, Inc.

Consolidated Statements of Operations

(Unaudited)

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

Kindcard, Inc.

Consolidated Statements of Stockholders' Deficit

 For the three months ended April 30, 2022

(Unaudited)

  For the three months ended April 30, 2021

(Unaudited)

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

Kindcard, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

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

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Formerly MWF Global Inc. (now known as KindCard, Inc. the “Company”) was incorporated in the State of Nevada as a for-profit company on November 18, 2016, and established a fiscal year end of January 31. The Company was 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 web site and to establish other distribution channels. On June 1, 2021 Michael Rosen purchased the majority shares of MWF Global Inc. for the purchase price of $150,000. On June 2, 2021 54,000,000 shares of common stock were issued to RMR Management, LLC, sole owner Michael Rosen at a value of $0.003 per share ($150,000).

On June 7, 2021, the Company (“Buyer”) entered into a Stock Purchase Agreement with Kindcard, Inc., a Massachusetts corporation (“KindCard”) and Croesus Holdings Corp, a Massachusetts corporation (jointly hereinafter, “Seller”).

The June 7, 2021 Stock Purchase Agreement included the acquisition of the Tendercard Division of Croesus Holdings Corp. now a subsidiary of Kindcard, Inc. Tendercard, Inc. was incorporated in the State of Nevada as a for-profit company on August 26, 2021. The Company’s principal business activity is providing proprietary stored value gift card programs to small and mid-sized entities, chain store and other multi-location environments via its host-capture processing system.

On June 16, 2021, Michael Rosen was appointed as a Director of the Company. On June 30, 2021, concurrent with William D Mejia’s resignation as Director, President, Secretary, Treasure and Principal Executive and Financial Officer of the Company, Mr. Michael Rosen has been appointed the President, Secretary and Treasurer of the Company.

On September 16, 2021, the Company announced that the Stock Purchase Agreement, dated June 7, 2021 closed on August 16, 2021. The Company issued 8,000,000 shares of common stock. Subsequent to this closing, KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. A settlement has been negotiated and is being finalized at the time of this financial statement.

Going concern

To date the Company has generated revenues from its business operations and has incurred accumulated operating losses of $489,983. At April 30, 2022, the Company has a working capital deficit of $470,528. 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 April 30, 2022 the Company has issued 83,845,000 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 three months ended April 30, 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.

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

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 provides cash pick up services for retail & wholesale merchants the within North American retail market. Commission revenues are recorded over the life of these multiyear contracts.

Tendercard provides a stored value point of sale gift card processing solution to small and mid-sized businesses within 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. Service fee revenues are recorded monthly over the life of these multiyear contracts. The fees are collected in arrears resulting in accounts receivable at the end of each month.

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.

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.

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

NOTE 2 – BUSINESS ACQUISITION

On June 7, 2021, the Company (“Buyer”) entered into a Stock Purchase Agreement (“the Acquisition”) and acquired 100% of Kindcard, Inc., a Massachusetts corporation (“KindCard”) and the Tendercard Division of Croesus Holdings Corp, a Massachusetts corporation (jointly hereinafter, “Seller”). Total consideration was 8,000,000 shares of common stock issued to the owners of KindCard and Croesus Holdings Corp . at a value of $0.003 per share ($24,000) based on the equitable market value on the date of purchase (see note 1). In addition, the Company assumed an SBA Loan from Kindcard Inc. of $157,212 therefore total consideration was $177,160.

Tendercard, Inc. was incorporated in the State of Nevada as a for-profit company on August 26, 2021. The Company’s principal business activity is providing proprietary stored value gift card programs to small and mid-sized entities, chain store and other multi-location environments via its host-capture processing system.

On September 16, 2021, the Company announced that the Stock Purchase Agreement, dated June 7, 2021 closed on August 16, 2021. The Company issued 8,000,000 shares of common stock. Subsequent to this closing, KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. A settlement has been negotiated and is being finalized at the time of this financial statement. As a result the goodwill from the acquisition of Kindcard was considered impaired and the Company recorded and impairment expense of $110,291. The other intangible assets recorded related to the acquisition of the Tendercard division from Croesus Holdings Corp. In addition the purchase agreement included certain contingent consideration for additional shares to be issued to KindCard upon certain conditions being met related to stock price of the Company.  Given that the KindCard failed to deliver the assets as noted, the Company did not issue any additional shares and therefore the contingent consideration was value at $0 as of April 30, 2022.

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.

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 $50,532 and $31,745 in accounts receivables net of $220 and $220 allowances at April 30, 2022 and January 31, 2022, respectively.

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

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:

Depreciation expense amounted to approximately $2,190 and $0.00 during the three months ended April 30, 2022 and April 30, 2021, respectively.

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired and liabilities assumed, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. The Company did not note any impairment as of April 30, 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 April 30, 2022.

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS (continued)

Intangible assets (continued)

Intangible assets consist of the assets assumed in the acquisition of the Tendercard Division on June 7, 2021 (see note 2) and its DEB Platform. On December 21, 2021 the Company entered into a contract to develop the DEB Platform, its proprietary payment processing platform for a total cost of $150,000. A $75,000 deposit was paid in the fourth quarter of 2022 with the remaining balance billed in the first quarter of FY 2023 for the work performed and completed. The amount is recorded in accounts payable as of April 30, 2022. Once platform goes into production it will be depreciated over 3 years.

The following is the future estimated amortization expense related to intangible assets as of April 30, 2022:

NOTE 6 – CURRENT LIABILITIES

Accounts Payable

Accounts Payable is comprised of Trade payables of $185,995 and $106,395 at April 30, 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 $51,511 and $52,846 at April 30, 2022 and January 31, 2022, respectively.

NOTE 7 – DUE TO RELATED PARTY

Due to Related Party

The total amount owed to the CEO as of April 30, 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.

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

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 $3,560 accrued interest for a total balance of $153,160. An additional $5,424 of interest was accrued for the eleven months ended April 30, 2022 for a total balance of $158,584. 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,

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.

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.

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 related to a one-time commission that would not be considered revenue from Wholesale Payments, LLC prior to the Purchase Agreement being rescinded.

NOTE 12 – SUBSEQUENT EVENTS

Short-Term Loan

On May 9, 2022, the Company received a short-term loan from Vision Payments, Inc. in the amount of $10,000. The loan accrues interest at the rate of 7% per annum. Principal and interest are due on July 1, 2022. 

Kindcard, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 30, 2022

NOTE 12 – SUBSEQUENT EVENTS (continued)

On May 17, 2022 the Company entered into a Subscription Agreement with an investor to sell 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 the Company issued 3,000,000 restricted shares of common stock with a par value of $0.001 per share to the investor.

Material Agreements

On May 13, 2022 the Company entered into a Promissory Note in the amount of $25,000 at a rate of 18% per annum. Principal and interest are due on July 18, 2022. In conjunction with the note the Company issued 50,000 shares of common stock with a par value of $0.001 per share. The cost of the shares will be recorded based on the relative fair value as debt discount and amortized over the term of the loan in accordance with the guidance.

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) common stock 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.

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) common stock shares of Company subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives.

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

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Results of Operations

For the three-month period ended April 30, 2022, we had revenues of $184,950 as compared to $NIL in revenues for the three-month period ended April 30, 2021. Total Cost of Sales for the three-month period ended April 30, 2022 was $14,866 as compared to Total Cost of Sales for the three-month period ended April 30, 2021 of $NIL resulting in a Gross Profit for the three-month period ended April 30, 2022 of $170,064.

Operating Expenses for the three-month period ended April 30, 2022 were $198,778 resulting in Net Loss from Operations of $28,714. Other Income was $49,968 resulting in a Net Income of $20,254 as compared to as compared to Operating Expenses for the three-month period ended April 30, 2021 of $9,063 resulting in a Net Loss from Operations of $9,063. Operating Expenses for the three-month period ended April 30, 2022 were comprised of General and Administrative Expenses of $196,588, Depreciation and Amortization of $2,190 and Professional Fees of $NIL as compared to as compared to Operating Expenses for the three-month period ended April 30, 2021 which were comprised of General and Administrative Expenses of $563, Depreciation and Amortization of $NIL and Professional Fees of $8,500.

Liquidity and Capital Resources

We have recently generated increased revenues to date and anticipate until we generate a more rapid growth in revenues, we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, and cash received in our initial offering, we have not had any additional funding. We must raise cash to implement our strategy and stay in business. Our current president has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.

As of April 30, 2022 we had $24,180 in cash and $50,532 in Accounts Receivable and $296,501 due to related parties. Total liabilities as of April 30, 2022, were $703,580 compared to $629,108 in total liabilities at January 31, 2022. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.

The total amount owed to the CEO as of April 30, 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

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 $3,560 accrued interest for a total balance of $153,160. An additional $5,424 of interest was accrued for the eleven months ended April 30, 2022 for a total balance of $158,584. 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.

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 April 30, 2022, 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 April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

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. Mining Safety Disclosures.

None

Item 5. Other Information.

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, to KindCard, Inc. and Croesus Holdings Corp (the “Sellers”). Value of shares ($0.00278 per share) is based on the last transaction of price per share in a private transaction.

The Company issued 20,000 shares of common stock 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 with a value of $20,000.

Changes in Control of Registrant

Effective June 3, 2021, RMR Management LLC, 5600 Saint Annes Way, Boca Raton FL, entered into a Share Purchase Agreement with Willian D. Mejia. RMR Management LLC purchased 54,000,000 shares of common Stock from Mr. Mejia for a total purchase price of $150,000.  Mr. Michael Rosen of RMR Management has sole voting and dispositive power over the shares purchase from his personal funds.

On June 16, 2021 Michael Rosen was appointed as a Director of the Company.  On June 30, 2021, concurrent with William D Mejia’s resignation as Director, President, Secretary, Treasure and Principal Executive and Financial Officer of the Company, Mr. Michael Rosen has been appointed the President, Secretary and Treasurer of the Company.

Item 6. Exhibits.

EXHIBIT INDEX

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.