10-K: Kindcard, Inc. 10-K: Financial Struggles and Future Funding Needs
Annual Report
Kindcard, Inc. files its 2026 10-K, highlighting significant going concern issues, a substantial working capital deficit, and reliance on future capital raises for operational continuity.
Summary
- Kindcard, Inc. has filed its annual report for the fiscal year ended January 31, 2026.
- The company operates as a FinTech and PayTech company through its subsidiaries Deb, Inc. and Tendercard, Inc., offering alternative closed-loop payment solutions.
- The company reported total revenues of $365,708 for FY2026, a decrease from $410,869 in FY2025, primarily due to lower gift card program and commission revenues.
- Operating expenses increased to $591,205 in FY2026 from $565,812 in FY2025, largely driven by higher legal and professional fees.
- The company incurred a net loss of $210,436 in FY2026, an improvement from a net loss of $252,221 in FY2025.
- As of January 31, 2026, Kindcard has a working capital deficit of $969,168 and an accumulated deficit of $1,632,570.
- The company's cash balance was $9,160 as of January 31, 2026, which is insufficient to fund operations for the next twelve months.
- The auditors have expressed substantial doubt about the company's ability to continue as a going concern.
- The company relies on potential future capital raises and advances from related parties to fund its operations and business plan.
- Disclosure controls and procedures were deemed ineffective due to limited resources and personnel.
- The company has no independent directors and its Board of Directors acts as the Audit Committee.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to the severe going concern issues, significant accumulated deficit, and reliance on external funding for survival, overshadowing any minor operational improvements.
Positives
- The net loss for the fiscal year ended January 31, 2026, improved to $210,436 from $252,221 in the prior year.
- The company's subsidiaries, Deb, Inc. and Tendercard, Inc., are positioned to offer innovative FinTech and PayTech solutions.
- Tendercard, Inc. has finalized server upgrades to guarantee 99.9% uptime for subscribers.
- Deb, Inc. is integrating platforms with Blox and Viacarte to expand its payment offerings globally.
- The company has a clear strategy to offer its payment platforms through resellers and independent software developers.
- The company has no pending material legal proceedings.
Negatives
- The company has a working capital deficit of $969,168 as of January 31, 2026.
- The company has an accumulated deficit of $1,632,570 as of January 31, 2026.
- The company's cash balance of $9,160 as of January 31, 2026, is insufficient to fund operations for the next 12 months.
- The auditors have expressed substantial doubt about the company's ability to continue as a going concern.
- Disclosure controls and procedures were found to be ineffective.
- The company has only two full-time employees.
- The company owns no patents and has not applied for patent protection, posing a risk to intellectual property.
- Revenue decreased by $45,161 in FY2026 compared to FY2025.
- Operating expenses increased, primarily due to higher legal and professional fees.
Risks
- The company's ability to continue as a going concern is dependent on raising additional capital.
- If additional financing is not obtained, the company may be required to reduce the scope of its business development activities or cease operations.
- The company has not established adequate financial reporting monitoring activities, leading to a lack of segregation of duties and reliance on outside consultants.
- The company has no independent directors, which may impact corporate governance standards.
- The company owns no patents and has not applied for patent protection, creating a risk of not adequately protecting its intellectual property rights.
- The company's success depends on its ability to attract, develop, and retain key personnel, which may be challenging given its current financial situation.
- The company's reliance on related party advances for funding introduces potential conflicts of interest and financial dependency.
- The company's common stock is not quoted on any trading platform, limiting liquidity and investor access.
Future Outlook
The company anticipates needing additional capital to fund its business plan and operations for the next twelve months. Its future operations are dependent on its ability to secure additional financing through equity or debt, or advances from related parties. Without sufficient capital, the company may be forced to reduce its business development activities or cease operations.
Management Comments
- 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.
- Management believes that traditional banking is antiquated, unable, and/or unwilling to work with the inherent risk that comes with any innovative company seeking new ways to pay for goods and services.
- Management believes that both the merchant and its consumers are open to new payment technologies that allow for ease of in person and online purchases worldwide in a secure environment and high level of trust with its launch of Pay with Deb and relaunch of its Tendercard gift card closed loop payment technologies.
- Management believes that it currently has sufficient human capital to operate its business successfully.
- Management concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2026.
Industry Context
StockSavvy.ai notes that Kindcard operates in the highly competitive and rapidly evolving FinTech and PayTech sectors. The company's focus on closed-loop payment solutions and alternative payment methods aims to address perceived inefficiencies and high costs associated with traditional payment processors, a trend that aligns with broader industry movements towards digital transformation and specialized payment ecosystems.
Comparison to Industry Standards
- The company's revenue of $365,708 for FY2026 is significantly lower than established players in the payment processing industry like Visa or Mastercard, which generate billions in revenue annually.
- Kindcard's operating expenses of $591,205, particularly the high proportion of legal and professional fees ($196,213), are disproportionately large relative to its revenue, indicating significant overhead or compliance costs for its size.
- The company's net loss of $210,436 and accumulated deficit of $1,632,570 highlight a lack of profitability, contrasting sharply with mature FinTech companies that often demonstrate strong earnings growth.
- The company's reliance on related party advances and its going concern status are critical indicators of financial instability, a situation not typical for well-established companies in the payments sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The board of directors currently consists of only one member, Michael Rosen. | N/A | Lack of independent directors and a single-member board raises concerns about governance oversight and potential conflicts of interest. |
| Audit Committee | The Board of Directors acts as the Audit Committee; no separate committee has been formed. | N/A | Absence of a dedicated audit committee and a qualified financial expert may weaken financial oversight and compliance. |
| Internal Controls | Disclosure controls and procedures were deemed ineffective, and material weaknesses in internal control over financial reporting were identified. | January 31, 2026 | Ineffective controls increase the risk of material misstatements in financial reporting and potential undetected errors or fraud. |
Legal Proceedings
- The company is not currently a party to, and its property is not subject to, any material legal proceedings.
Related Party Transactions
- During FY2026, CEO Michael Rosen paid $85,241 in company expenses on behalf of Kindcard.
- As of January 31, 2026, the company owed $306,527 to CEO Michael Rosen.
- The company has a 1% Convertible Promissory Note of $296,498 issued to RMR Management Group LLC (owned by CEO Michael Rosen), with $3,875 in accrued interest as of January 31, 2026.
- A portion of the RMR note ($121,600) was reclassified to Notes Payable on January 29, 2026.
- The company issued a promissory note of $24,669 to RMR on May 1, 2024, with $4,048 in accrued interest and $22,563 in payments made as of January 31, 2026, leaving a balance of $6,154.
- RMR loaned an additional $11,554 to the company in the period ended January 31, 2026, with $834 in accrued interest and $36,945 in payments made, resulting in a $0 balance.
Stakeholder Impact
- Shareholders face significant risk due to the company's going concern status and potential loss of investment if additional capital is not secured.
- Employees (currently two full-time) may face job insecurity if the company ceases operations.
- Creditors and suppliers may face delayed or non-payment of dues given the company's liquidity challenges.
- The company's reliance on related party financing could create conflicts of interest that may not align with the best interests of all stakeholders.
Next Steps
- The company will seek to raise additional capital through equity or debt financing, or advances from related parties.
- The company aims to grow its user base and merchant network exponentially over the next two years.
- Tendercard, Inc. will continue to expand efforts to add additional merchants directly to its platform in time for the 2026 holiday season.
- Deb, Inc. will focus sales and marketing efforts on services offered under strategic partnerships with Blox and Viacarte.
Key Dates
| Date | Description |
|---|---|
| 2016-11-18 | Kindcard, Inc. (f/k/a MWF Global Inc.) was incorporated in Nevada. |
| 2021-06-07 | Company acquired intellectual property and operational assets of Tendercard Division. |
| 2021-07-09 | Company name changed from MWF Global Inc. to Kindcard, Inc. |
| 2021-08-26 | Tendercard, Inc., a wholly owned subsidiary, was incorporated. |
| 2022-01-14 | Deb, Inc., a wholly owned subsidiary, was incorporated. |
| 2023-09-15 | Company issued a 1% Convertible Promissory Note to RMR Management Group LLC. |
| 2025-01-31 | Fiscal year end for the prior reporting period. |
| 2026-01-31 | Fiscal year end for the current reporting period. |
| 2026-05-18 | Date of the Form 10-K filing. |
Recommendation
sellThe company's severe going concern issues, substantial accumulated deficit, negative working capital, and reliance on uncertain future financing make it a high-risk investment. The lack of profitability and operational improvements, coupled with ineffective internal controls, suggest a strong likelihood of continued financial distress, warranting a sell recommendation.
Keywords
Kindcard, 10-K, FinTech, PayTech, Deb, Tendercard, Payment Solutions, Closed-Loop Payments, Going Concern, Capital Raise, SEC Filing, Financial Report
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