Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | May 16, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Kindcard, Inc. | ||
Entity Central Index Key | 0001696025 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Jan. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 83,825,000 | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-219419 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 81-4520116 | ||
Entity Interactive Data Current | Yes | ||
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 | ||
Trading Symbol | KRCD | ||
Local Phone Number | 888-0708 | ||
Security 12g Title | Common stock | ||
City Area Code | 888 | ||
Auditor Firm Id | 5036 | ||
Auditor Location | Margate, Florida | ||
Auditor Name | Assurance Dimensions |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets: | ||
Cash | $ 21,131 | $ 44 |
Accounts Receivable, net | 31,525 | 0 |
Total Current Assets | 52,656 | 44 |
Fixed Assets: | ||
Property, plant and equipment, net | 11,375 | 0 |
Total Fixed Assets | 11,375 | 0 |
Other Assets | ||
Intellectual Property, net | 95,040 | 0 |
Total Other Assets | 95,040 | 0 |
Total Assets | 159,071 | 44 |
Current Liabilities | ||
Accounts Payable | 106,395 | 1,334 |
Accrued Payroll Expenses | 69,003 | 0 |
Due to related party | 296,498 | 95,629 |
Total Current Liabilities | 471,896 | 96,963 |
Long-term Liabilities | ||
SBA Loan | 157,212 | 0 |
Total Long-term Liabilities | 157,212 | 0 |
Total Liabilities | 629,108 | 96,963 |
Commitments and Contingencies - See Note 10 | 0 | 0 |
Stockholders' Deficit | ||
Common Stock Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 83,825,000 of common stock (January 31, 2021 - 75,825,000) | 83,825 | 75,825 |
Additional Paid In Capital | (43,625) | (59,625) |
Accumulated Deficit | (510,237) | (113,119) |
Total Stockholders' Deficit | (470,037) | (96,919) |
Total Liabilities and Stockholders' Deficit | $ 159,071 | $ 44 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2022 | Jan. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 83,825,000 | 75,825,000 |
Common stock, shares outstanding | 83,825,000 | 75,825,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 368,528 | $ 62 |
Total Revenue | 368,528 | 62 |
Cost of Sales | (28,573) | 0 |
Total Cost of Sales | (28,573) | 0 |
Gross Profit | 339,955 | 62 |
Operating Expenses | ||
General & Administrative Expenses | 626,782 | 32,312 |
Impairment Expense | (110,291) | 0 |
Total Operating Expenses | 737,073 | 32,312 |
Net Loss from Operations | (397,118) | (32,250) |
Net Loss | $ (397,118) | $ (32,250) |
Net Loss Per Common Share - Basic and Diluted | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 83,825,000 | 75,825,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance, shares at Jan. 31, 2020 | 75,825,000 | |||
Balance, amount at Jan. 31, 2020 | $ (64,669) | $ 75,825 | $ (59,625) | $ (80,869) |
Net loss for year ended January 31, 2021 | (32,250) | $ 0 | 0 | (32,250) |
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 year ended January 31, 2021 | (397,118) | $ 0 | 0 | (397,118) |
Shares issued for acquisition, shares | 8,000,000 | |||
Shares issued for acquisition, amount | 24,000 | $ 8,000 | 16,000 | |
Balance, shares at Jan. 31, 2022 | 83,825,000 | |||
Balance, amount at Jan. 31, 2022 | $ (470,037) | $ 83,825 | $ (43,625) | $ (510,237) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (397,118) | $ (32,250) |
Adjustments to reconcile net loss to net Cash used by operations | ||
Expenses paid by related party | 0 | 32,581 |
Depreciation and amortization | 3,290 | 0 |
Impairment Expense | 110,291 | 0 |
Decrease (increase) in operating assets/liabilities | ||
Accounts Receivable | (4,804) | 0 |
Accounts payables | 105,061 | (765) |
Accrued expenses | 73,055 | 0 |
Total Adjustments to reconcile Net Income to Net Cash used in operations | 286,893 | (765) |
Net cash used by operating activities | (110,225) | (434) |
Cash flows from investing activities: | ||
Purchase of PP&E | (13,605) | 0 |
Purchase of software | (75,000) | 0 |
Cash acquired from acquisition | 19,048 | 0 |
Net cash used by investing activities | (69,557) | 0 |
Cash flows from financing activities | ||
Proceeds from related party loan | 200,869 | 0 |
Net cash provided by financing activities | 200,869 | 0 |
Net cash increase (decrease) for the year | 21,087 | (434) |
Cash at beginning of year | 44 | 478 |
Cash at end of year | 21,131 | 44 |
Non-cash investing & financing activities: | ||
Common Stock issued for acquisition | 24,000 | 0 |
Accounts receivable acquired from acquisition | 21,948 | 0 |
Intangible assets acquired from acquisition | $ 21,100 | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Jan. 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 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 ($150,0000). 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 $510,237. At January 31, 2022, the Company has a working capital deficit of $419,240. 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 January 31, 2022 the Company has issued 83,825,000 shares of common stock. 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information. 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. 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 | 12 Months Ended |
Jan. 31, 2022 | |
BUSINESS ACQUISITION | |
BUSINESS ACQUISITION | 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 share and therefore the contingent consideration was value at $0 as of January 31, 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. 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 | 12 Months Ended |
Jan. 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 $31,745 and $0 in accounts receivables net of $220 and $0 allowances at January 31, 2022 and January 31, 2021, respectively. |
LONG TERM DEPOSIT
LONG TERM DEPOSIT | 12 Months Ended |
Jan. 31, 2022 | |
LONG TERM DEPOSIT | |
LONG TERM DEPOSIT | NOTE 4 – LONG TERM DEPOSIT The Company accounts for software development costs in accordance with applicable guidelines. Software development costs include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Software development costs also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in software development expense until the point that technological feasibility is reached. Once technological feasibility is reached, such costs are capitalized and depreciated over the useful estimated lives of the software. For software modifications or developments, the Company expenses the costs. The Company entered into a development contract for its DEB Platform of $150,000 on December 21, 2021, a deposit of $75,000 was paid in the fourth quarter of 2022 with the remaining balance to be paid in the second quarter of 2023 as the platform goes into production, to be depreciated over 3 years. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jan. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 5 – 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: January 31, January 31, 2022 2021 Merchandise and equipment: Vault $ 10,000 $ - Merchandise and equipment: Card Printer 2,545 - Less: accumulated depreciation (1,170 ) - Total $ 11,375 $ - Depreciation expense amounted to approximately $1,200 during years ended January 31, 2022 and 2021, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Jan. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6 – 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. 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 impairment and the Company recorded and impairment expense of $110,291 at 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). 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 January 31, 2022. 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 to be paid in the second quarter of 2023. The program has not gone into production yet and therefore no amortization has been recorded at January 31, 2022. January 31, 2022 January 31, 2021 Definite-lived intangible assets Technology: DEB Platform $ 75,000 $ - Technology: Tendercard Program 3,200 - Customer Lists 9,900 - Trade Name 2,800 - Less: accumulated amortization (1,060 ) - Definite-lived intangible assets, net $ 89,840 $ - Indefinite-lived intangible assets Website $ 5,200 $ - Total Intangibles $ 95,040 $ - The following is the future estimated amortization expense related to intangible assets as of January 31, 2022: Year ending January 31, 2023 - 14,583 2024 - 38,597 2025 - 28,180 2026 - 3,180 2027 - 1,590 Total - $ 89,840 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 – INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Due to recurring losses, the Company’s tax provision for the years ended January 31, 2022 and 2021 was $0. January 31, 2022 January 31, 2021 Net loss before income taxes per financial statements $ (397,118 ) $ (32,250 ) Income tax rate 21 % 21 % Income tax recovery (83,395 ) (6,772 ) Valuation allowance change 83,395 6,772 Provision for income taxes $ - $ - The significant component of deferred income tax assets at January 31, 2022 and 2021, is as follows: January 31, 2022 January 31, 2021 Net operating loss carry-forward $ 107,150 $ 23,755 Valuation allowance (107,150 ) $ (23,755 ) Net deferred income tax asset $ - $ - The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change, and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income. As of January 31, 2022, and 2021, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended January 31, 2022 and 2021 and no interest or penalties have been accrued as of January 31, 2022 and 2021. As of January 31, 2022, and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions. The tax years from 2017 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. |
CURRENT LIABILITIES
CURRENT LIABILITIES | 12 Months Ended |
Jan. 31, 2022 | |
CURRENT LIABILITIES | |
CURRENT LIABILITIES | NOTE 8 – CURRENT LIABILITIES Accounts Payable Accounts Payable is comprised of Trade payables of $106,395 and $1,334 at January 31, 2022 and January 31, 2021. Accrued Payroll Expenses Balance represents Accrued Salaries & Wages $14,834, Accrued Payroll Tax $1,323 and Payroll Tax Payable of $52,846 at January 31, 2022 and $0.00 at January 31, 2021, respectively. |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 12 Months Ended |
Jan. 31, 2022 | |
DUE TO RELATED PARTY | |
DUE TO RELATED PARTY | NOTE 9 – DUE TO RELATED PARTY Due to Related Party During the year ended January 31, 2022 the CEO paid expenses of $200,869 on behalf of the Company. The total amount owed to the CEO as of January 31, 2022 was $296,498 (January 31, 2021 - $95,629). The amounts due to related party are unsecured and non-interest bearing with no set terms of repayment. |
SBA LOAN
SBA LOAN | 12 Months Ended |
Jan. 31, 2022 | |
SBA LOAN | |
SBA Loan | NOTE 10 – 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 $3,652 of interest has been accrued in the eight months ended January 31, 2022 for a total balance of $157,212. 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 $ 116,571 Total $ 157,212 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – 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. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Jan. 31, 2022 | |
COMMON STOCK | |
COMMON STOCK | NOTE 12 – 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). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | N OTE 13 – SUBSEQUENT EVENTS An Asset Purchase Agreement, dated as of 1st day of January, 2022, was entered into between Wholesale Payments LLC, a Wyoming limited liability company (“Seller”) and 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. No assets were transferred to the Company as of January 31, 2022. |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
Going Concern | To date the Company has generated revenues from its business operations and has incurred accumulated operating losses of $510,237. At January 31, 2022, the Company has a working capital deficit of $419,240. 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 January 31, 2022 the Company has issued 83,825,000 shares of common stock. 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information. |
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. |
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) | 12 Months Ended |
Jan. 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) | 12 Months Ended |
Jan. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | January 31, January 31, 2022 2021 Merchandise and equipment: Vault $ 10,000 $ - Merchandise and equipment: Card Printer 2,545 - Less: accumulated depreciation (1,170 ) - Total $ 11,375 $ - |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule Of Definite And Indefinite Lived Intangible Assets | January 31, 2022 January 31, 2021 Definite-lived intangible assets Technology: DEB Platform $ 75,000 $ - Technology: Tendercard Program 3,200 - Customer Lists 9,900 - Trade Name 2,800 - Less: accumulated amortization (1,060 ) - Definite-lived intangible assets, net $ 89,840 $ - Indefinite-lived intangible assets Website $ 5,200 $ - Total Intangibles $ 95,040 $ - |
Future Estimated Amortization Expense | Year ending January 31, 2023 - 14,583 2024 - 38,597 2025 - 28,180 2026 - 3,180 2027 - 1,590 Total - $ 89,840 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
INCOME TAXES | |
Schedule Of Tax Provision | January 31, 2022 January 31, 2021 Net loss before income taxes per financial statements $ (397,118 ) $ (32,250 ) Income tax rate 21 % 21 % Income tax recovery (83,395 ) (6,772 ) Valuation allowance change 83,395 6,772 Provision for income taxes $ - $ - |
Schedule Of Deferred Income Tax Assets | January 31, 2022 January 31, 2021 Net operating loss carry-forward $ 107,150 $ 23,755 Valuation allowance (107,150 ) $ (23,755 ) Net deferred income tax asset $ - $ - |
SBA LOAN (Tables)
SBA LOAN (Tables) | 12 Months Ended |
Jan. 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 $ 116,571 Total $ 157,212 |
NATURE OF OPERATIONS AND BASI_3
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 31, 2022 | Sep. 16, 2021 | Jun. 02, 2021 | Jun. 01, 2021 | Jan. 31, 2021 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||
Purchase price | $ 150,000 | ||||
Common stock issued | 83,825,000 | 8,000,000 | 54,000,000 | 75,825,000 | |
Price per share | $ 0.003 | ||||
Working capital deficit | $ (419,240) | ||||
Operating losses | $ 510,237 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) | Jan. 31, 2022USD ($) |
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 ($) | Jun. 07, 2021 | Sep. 16, 2021 | Jan. 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 | ||
Common stock shares issued | 8,000,000 | ||
Contingent consideration | $ 0 |
ACCOUNTS RECEIVABLE, Net (Detai
ACCOUNTS RECEIVABLE, Net (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
ACCOUNTS RECEIVABLE, Net | ||
Account receivable | $ 31,745 | $ 0 |
Allowance for bad debt | $ 220 | $ 0 |
LONG TERM DEPOSIT (Details Narr
LONG TERM DEPOSIT (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jun. 01, 2021 | |
LONG TERM DEPOSIT | ||
Development contract | $ 150,000 | |
Deposit Paid | $ 75,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
PROPERTY AND EQUIPMENT | ||
Merchandise and equipment: Vault | $ 10,000 | $ 0 |
Merchandise and equipment: Card Printer | 2,545 | 0 |
Less: accumulated depreciation | (1,170) | 0 |
Total | $ 11,375 | $ 0 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense | $ 1,200 | $ 1,200 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Less: accumulated amortization | $ (1,060) | $ 0 |
Definite-lived intangible assets, gross | 89,840 | 0 |
Indefinite-lived intangible assets, net | 95,040 | 0 |
Trade Names [Member] | ||
Definite-lived intangible assets, gross | 2,800 | 0 |
Website [Member] | ||
Indefinite-lived intangible assets, net | 5,200 | 0 |
Customer Lists [Member] | ||
Definite-lived intangible assets, gross | 9,900 | 0 |
Technology DEB Platform [Member] | ||
Definite-lived intangible assets, gross | 75,000 | 0 |
Technology Tendercard Program [Member] | ||
Definite-lived intangible assets, gross | $ 3,200 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details 1) | Jan. 31, 2022USD ($) |
GOODWILL AND INTANGIBLE ASSETS | |
2023 | $ 14,583 |
2024 | 38,597 |
2025 | 28,180 |
2027 | 1,590 |
2026 | 3,180 |
Total | $ 89,840 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2022 | Dec. 21, 2021 | |
GOODWILL AND INTANGIBLE ASSETS | |||
Goodwill | $ 110,291 | $ 110,291 | |
Impairment expenses | $ 110,291 | ||
Proprietary payment | $ 150,000 | ||
Proprietary payment deposit | $ 75,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
INCOME TAXES | ||
Net loss before income taxes per financial statements | $ (397,118) | $ (32,250) |
Income tax rate | 21.00% | 21.00% |
Income tax recovery | $ (83,395) | $ (6,772) |
Valuation allowance change | 83,395 | 6,772 |
Provision for income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
INCOME TAXES | ||
Valuation allowance | $ 107,150 | $ 23,755 |
Net operating loss carry-forward | 107,150 | 23,755 |
Tax provision | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
INCOME TAXES | ||
Provision for income taxes | $ 0 | $ 0 |
CURRENT LIABILITIES (Details Na
CURRENT LIABILITIES (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
CURRENT LIABILITIES | ||
Trade payables | $ 106,395 | $ 1,334 |
Accrued Salaries & Wages | 14,834 | |
Accrued Payroll Tax | 1,323 | $ 0 |
Payroll Tax Payable | $ 52,846 |
DUE TO RELATED PARTY (Details N
DUE TO RELATED PARTY (Details Narrative) - CEO [Member] - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2022 | Jan. 31, 2021 | |
Due to related party | $ 296,498 | $ 95,629 | |
Expenses paid by related party | $ 200,869 |
SBA LOAN (Details)
SBA LOAN (Details) | Jan. 31, 2022USD ($) |
SBA LOAN (Tables) | |
2023 | $ 6,417 |
2024 | 8,556 |
2025 | 8,556 |
2026 | 8,556 |
2027 | 8,556 |
Thereafter | 116,571 |
Total | $ 157,212 |
SBA LOAN (Details Narrative)
SBA LOAN (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jun. 07, 2021 | |
SBA LOAN (Tables) | ||
Total balance Principal and accrued interest | $ 153,160 | |
Accured interest | $ 3,560 | |
Debt term | 30 years | |
Interest rate | 3.75% | |
Installment payment | $ 713 | |
Total amount | $ 157,212 | |
Additional interest | 3,652 | |
Principal balance | $ 150,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Dec. 31, 2022 | Jan. 31, 2022 | Sep. 16, 2021 | Jun. 02, 2021 | Jan. 31, 2021 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
business acquisition | $ 24,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 83,825,000 | 8,000,000 | 54,000,000 | 75,825,000 | |
KindCard, Inc [Member] | |||||
Common stock, shares issued | 8,000,000 |