10-Q: Kindcard Reports Reduced Quarterly Loss Amidst Ongoing Financial Challenges and Internal Control Weaknesses
Quarterly Report
Kindcard, Inc. reported a reduced net loss for the quarter ended April 30, 2025, but continues to face significant financial hurdles including a substantial working capital deficit and a going concern warning, alongside identified material weaknesses in internal controls.
Summary
- Kindcard, Inc. reported a net loss of $55,064 for the three months ended April 30, 2025, a significant improvement from the $89,532 net loss in the same period last year.
- Total revenue slightly increased to $85,591 for the quarter ended April 30, 2025, up from $85,053 in the prior year period.
- Gross profit rose to $65,819 from $62,918 year-over-year, driven by a decrease in cost of sales.
- Operating expenses decreased substantially to $120,883 from $152,450, primarily due to lower General & Administrative expenses.
- The company maintains a significant working capital deficit of $966,789 as of April 30, 2025, and an accumulated deficit of $1,477,198.
- Cash balance increased slightly to $10,012 as of April 30, 2025, from $9,089 at January 31, 2025.
- Total liabilities increased to $1,185,712 as of April 30, 2025, from $1,132,511 at January 31, 2025.
- The company's proprietary DEB Platform is currently in testing and is anticipated to go into production in the second quarter of fiscal year 2026.
- Management has identified material weaknesses in the company's internal controls over financial reporting, leading to a conclusion that disclosure controls and procedures were not effective as of April 30, 2025.
Sentiment
Score: 2
Explanation: The company faces severe financial distress, evidenced by a significant working capital deficit, accumulated losses, and an explicit going concern warning. While the net loss decreased, the underlying financial health is poor, and material weaknesses in internal controls add to the risk. Reliance on related-party funding is also a concern.
Positives
- Net loss significantly reduced to $55,064 for the three months ended April 30, 2025, compared to $89,532 for the same period in 2024, indicating improved operational efficiency.
- Total revenue saw a slight increase to $85,591 in Q1 2025 from $85,053 in Q1 2024.
- Gross profit improved to $65,819 in Q1 2025 from $62,918 in Q1 2024, partly due to decreased cost of sales.
- Operating expenses decreased by approximately 20.7% year-over-year, from $152,450 in Q1 2024 to $120,883 in Q1 2025, reflecting cost management efforts.
- Cash balance increased to $10,012 as of April 30, 2025, from $9,089 at January 31, 2025.
- Accounts receivable, net unbilled, increased to $20,646 from $17,728, and unbilled revenue, net, increased to $29,750 from $17,000, suggesting growth in recognized but unbilled services.
Negatives
- The company has incurred accumulated operating losses of $1,477,198 as of April 30, 2025.
- A significant working capital deficit of $966,789 as of April 30, 2025, indicates a severe liquidity crunch.
- The company's ability to continue as a going concern is dependent on raising additional capital, which raises substantial doubt about its future.
- Total liabilities increased to $1,185,712 as of April 30, 2025, from $1,132,511 at January 31, 2025.
- Notes payable to non-related parties increased to $272,754 as of April 30, 2025, from $221,646 at January 31, 2025, indicating increased reliance on short-term debt.
- Despite a decrease in the amount owed to the related party (CEO's company) from $386,805 to $365,343, related party debt still constitutes a significant portion of liabilities and is a continuous source of funding.
Risks
- **Going Concern Uncertainty:** The company's ability to continue operations is dependent on raising additional capital and achieving profitable operations, raising substantial doubt about its ability to continue as a going concern.
- **Liquidity Risk:** A significant working capital deficit of $966,789 as of April 30, 2025, indicates insufficient current assets to cover current liabilities, posing a severe liquidity risk.
- **Reliance on Related Party Funding:** The company heavily relies on loans from RMR Management Group LLC, a company owned and controlled by the CEO, which could present conflicts of interest and funding instability.
- **Ineffective Internal Controls:** Material weaknesses in internal controls over financial reporting were identified, leading to a conclusion that disclosure controls and procedures were not effective, increasing the risk of financial misstatements.
- **Accumulated Losses:** The company has a substantial accumulated deficit of $1,477,198, indicating a history of unprofitability.
- **Dependence on New Platform Launch:** The success of the DEB Platform, currently in testing, is crucial for future growth, and any delays or failures in its production launch could severely impact the business plan.
- **Competition:** The FinTech and PayTech market is highly competitive, and the company's ability to capture significant market share is uncertain.
- **Regulatory Compliance:** Operating in the FinTech space requires robust compliance with federal and state regulations, and any failure could lead to penalties or operational disruptions.
Future Outlook
The company anticipates its proprietary payment processing DEB Platform, currently in testing, will go into production in the second quarter of fiscal year 2026. The company intends to continue funding its business through private placements and advances from related parties to meet ongoing obligations and fund anticipated operating losses, aiming to achieve profitable 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 consumer app and merchant services platform, Pay with Deb."
- "The Company is dedicated to providing universal access to digital payment tools for all entities, persons, and governments, who accept or pay with money."
- "Combined with excellent customer service, the Company aims to grow its user base and merchant network exponentially over the next two years."
- Michael Rosen, CEO, CFO, President, and Director, certified that the report does not contain any untrue statement of a material fact and that the financial statements fairly present the financial condition and results of operations.
Industry Context
Kindcard operates in the highly competitive FinTech and PayTech sectors, focusing on alternative closed-loop payment solutions. Its 'Pay with Deb' platform aims to capture market share in the mobile wallet segment by targeting high-risk merchant markets and offering a system that bypasses traditional banking infrastructure and credit card fees, while providing consumer privacy. The 'Tendercard' division offers gift card and loyalty platforms for small and mid-sized businesses. The company's strategy aligns with the broader trend of digital payment adoption and the increasing demand for cost-effective and private transaction methods, particularly in niche markets. However, its current financial state and reliance on related-party funding contrast sharply with the rapid growth and significant capital raises seen by more established or well-funded players in the FinTech space.
Comparison to Industry Standards
- NA The document does not provide specific comparable companies, projects, or results to assess against global industry benchmarks. The company's current financial metrics, including its significant accumulated deficit and working capital deficit, suggest it is far from achieving industry-standard profitability or liquidity benchmarks for established FinTech companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| CEO, CFO, President, and Director | NA | Michael Rosen | 2021-06-30 | William D. Mejia resigned as director and sole officer; Michael Rosen was appointed. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Weaknesses | Disclosure controls and procedures were not effective due to the existence of material weaknesses in internal controls over financial reporting. | 2025-04-30 | Increases the risk of financial misstatements and reduces reliability of financial reporting. Requires remediation efforts to ensure compliance and accurate financial disclosures. |
Legal Proceedings
- The company is not currently involved in any pending litigation or legal proceedings.
Related Party Transactions
- On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 to RMR Management Group LLC (CEO's company), convertible into common stock at $0.01 per share. As of April 30, 2025, $2,645 in interest has been accrued.
- On May 1, 2024, the Company issued a Promissory Note in the amount of $24,669 to RMR Management Group LLC (CEO's company) for expenses paid and funds loaned, unsecured with 10% interest, extended to December 31, 2025.
- On May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (CEO's company), unsecured with monthly installments, maturing November 16, 2025. As of April 30, 2025, $375 in interest has been accrued and $45,833 in payments made, with a balance of $29,542.
- During the period ended January 31, 2025, RMR Management Group LLC loaned an additional $37,505 in short-term loans (6% to 10% interest), extended to December 31, 2025.
- In the period ended April 20, 2025, RMR Management Group LLC loaned an additional $7,967 to the Company. As of April 30, 2025, $754 in interest has been accrued and $30,652 in payments made, with a balance of $15,574.
- The total amount owed to RMR Management Group LLC (CEO's company) as of April 30, 2025, was $365,344, including accrued interest.
Stakeholder Impact
- **Shareholders:** Face significant dilution risk from potential future capital raises (private placements, convertible notes) and the ongoing going concern uncertainty, which could lead to substantial loss of investment value. The material weaknesses in internal controls also pose a risk to the reliability of reported financial information.
- **Employees:** The company's precarious financial position and reliance on external funding could impact job security and timely payment of salaries, although accrued payroll and tax expenses are relatively low ($10,222).
- **Customers:** The ongoing financial instability and the delay in the DEB Platform's full production launch could raise concerns about the long-term viability and reliability of the company's payment solutions.
- **Suppliers/Creditors:** Increased total liabilities and notes payable, coupled with the going concern warning, indicate elevated credit risk for suppliers and other creditors. Accounts payable increased to $320,754.
- **Management:** The CEO, Michael Rosen, through RMR Management Group LLC, is a significant creditor, indicating a high degree of personal financial exposure and potential conflicts of interest in funding decisions.
Next Steps
- The proprietary payment processing DEB Platform is anticipated to go into production in the second quarter of fiscal year 2026.
- The company intends to continue seeking private placements and advances from related parties to secure additional funding.
- Accrued consulting fees of $7,500 related to the compliance and state licensing program are expected to be paid in the second quarter of FY 2025.
Key Dates
| Date | Description |
|---|---|
| 2016-11-18 | KindCard, Inc. (f/k/a MWF Global Inc.) incorporated in Nevada. |
| 2021-06-01 | RMR Management LLC purchased 54,000,000 shares of common stock, becoming the Majority Stockholder. |
| 2021-06-07 | Company entered into a Stock Purchase Agreement to acquire intellectual property and operational assets of Tendercard Division of Croesus and 100% of Kindcard, Inc. (MA). |
| 2021-06-16 | Michael Rosen appointed as a Director of the Company. |
| 2021-06-30 | William D. Mejia resigned as director and sole officer; Michael Rosen appointed sole officer. |
| 2021-07-09 | Company filed Certificate of Amendment to Articles of Incorporation to effectuate name change from MWF Global Inc. to Kindcard, Inc. |
| 2021-08-16 | Closing date of the Stock Purchase Agreement. |
| 2021-08-26 | Tendercard, Inc., a wholly owned subsidiary, incorporated in Nevada. |
| 2021-09-21 | FINRA implemented the Name Change; symbol changed to KCRDD for 20 business days. |
| 2021-12-21 | Company entered into a contract to develop its proprietary payment processing DEB Platform. |
| 2022-01-14 | Deb, Inc., a wholly owned subsidiary, incorporated in Nevada. |
| 2022-05-25 | Company and an advisor entered into an Advisory Agreement related to the development of its compliance and state licensing program for the Deb Platform. |
| 2022-12-12 | Date of agreement for advisory services with Brian Schultz and Nicholas Cardoso. |
| 2023-01-26 | Company issued 6,500,000 shares to Brian Schultz and 3,500,000 shares to Nicholas Cardoso for advisory services. |
| 2023-01-31 | Effective date of suspension of the Advisory Agreement for compliance and state licensing program. |
| 2023-04-14 | Installment payments of $731 began for the SBA loan. |
| 2023-06-06 | Company and a consultant entered into a consulting agreement for 675,000 restricted shares. |
| 2023-06-20 | An accredited investor purchased 500,000 restricted shares of common stock at $0.05 per share. |
| 2023-08-01 | Effective date of consulting agreement with a consultant for 200,000 restricted shares. |
| 2023-08-09 | Company and a consultant entered into a consulting agreement for 200,000 restricted shares. |
| 2023-08-28 | Company issued 50,000 shares of common stock pursuant to a consulting agreement. |
| 2023-09-15 | Company issued a 1% Convertible Promissory Note of $296,498 to RMR Management Group LLC. |
| 2024-01-09 | Consulting agreement for 200,000 restricted shares terminated; no further shares issued. |
| 2024-03-15 | Company entered into an SBA accommodation plan with reduced installment payments of $73. |
| 2024-05-01 | Company issued a Promissory Note of $24,669 to RMR Management Group LLC. |
| 2024-05-17 | Company issued a 6% Promissory Note of $75,000 to RMR Management Group LLC. |
| 2024-12-31 | Original maturity date for several short-term loans from RMR Management Group LLC, subsequently extended. |
| 2025-01-31 | Fiscal year end for Kindcard, Inc. |
| 2025-03-15 | SBA accommodation plan extended for an additional six months with installment payments of $366. |
| 2025-04-20 | RMR Management Group LLC loaned an additional $7,967 to the Company. |
| 2025-04-30 | End of the current quarterly period for this 10-Q filing. |
| 2025-05-19 | Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC. |
| 2025-11-16 | Maturity date for the $75,000 promissory note from RMR Management Group LLC. |
| 2025-12-31 | Extended maturity date for several short-term loans from RMR Management Group LLC. |
| 2026-01-31 | Estimated amortization expense for intangible assets for the year ending. |
| 2027-01-31 | Estimated amortization expense for intangible assets for the year ending. |
| 2028-01-31 | Estimated amortization expense for intangible assets for the year ending. |
Recommendation
strong sellKeywords
FinTech, PayTech, Mobile Wallet, Closed-Loop Payment, Tendercard, Deb Platform, SEC Filing, 10-Q, Quarterly Report, Financial Results, Going Concern, Internal Controls, Related Party Transactions, Payment Processing, Gift Card Program, Loyalty Platform
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