{"url_path":"/sec/kcrd/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1696025/0001477932-26-003300-index.html","accession_number":"0001477932-26-003300","cik":"0001696025","ticker":"KCRD","issuer_name":"Kindcard, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1696025/0001477932-26-003300-index.html","primary_entity_key":"0001696025","primary_entity_name":"Kindcard, Inc."},"word_count":6513,"has_tables":true,"body_markdown":"**ITEM 15. EXHIBITS**\n\n \n\n**Exhibit No.**\n\n \n\n**Exhibit Description**\n\n \n\n \n\n \n\n[3.1](http://www.sec.gov/Archives/edgar/data/1696025/000147793217003474/mwf_ex31.htm)\n\n \n\n[Articles of Incorporation (filed as an exhibit to the Company’s Form S-1 Registration Statement filed with the Commission on July 24, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1696025/000147793217003474/mwf_ex31.htm)\n\n \n\n \n\n \n\n[3.2](http://www.sec.gov/Archives/edgar/data/1696025/000147793217003474/mwf_ex32.htm)\n\n \n\n[By-Laws Inc. (filed as an exhibit to the Company’s Form S-1 Registration Statement filed with the Commission on July 24, 2017, and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1696025/000147793217003474/mwf_ex32.htm)\n\n \n\n \n\n \n\n[10.1](http://www.sec.gov/Archives/edgar/data/1696025/000147793222007015/kcrd_ex101.htm)\n\n \n\n[Advisor Agreement by and between Kindcard, Inc. and VSR LLC dated May 25, 2022 (filed as an exhibit to the Company’s Form 10-Q Quarterly Report filed with the Commission on September 19, 2022, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1696025/000147793222007015/kcrd_ex101.htm)\n\n \n\n \n\n \n\n[10.2](http://www.sec.gov/Archives/edgar/data/1696025/000147793222007015/kcrd_ex102.htm)\n\n \n\n[Advisor Agreement by and between Kindcard, Inc. and Geoff Ostrove dated May 25, 2022 (filed as an exhibit to the Company’s Form 10-Q Quarterly Report filed with the Commission on September 19, 2022, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1696025/000147793222007015/kcrd_ex102.htm)\n\n \n\n \n\n \n\n[10.3](http://www.sec.gov/Archives/edgar/data/1696025/000147793222009270/kcrd_ex101.htm)\n\n \n\n[Corporate Advisory Agreement by and between Kindcard, Inc. and Brian Schultz dated December 12, 2022 (filed as an exhibit to the Company’s Form 10-Q Quarterly Report filed with the Commission on December 14, 2022, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1696025/000147793222009270/kcrd_ex101.htm)\n\n \n\n \n\n \n\n[10.4](http://www.sec.gov/Archives/edgar/data/1696025/000147793222009270/kcrd_ex102.htm)\n\n \n\n[Corporate Advisory Agreement by and between Kindcard, Inc. and Nicholas Cardoso dated December 12, 2022 (filed as an exhibit to the Company’s Form 10-Q Quarterly Report filed with the Commission on December 14, 2022, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1696025/000147793222009270/kcrd_ex102.htm)\n\n \n\n \n\n \n\n[31.1*](kcrd_ex311.htm)\n\n \n\n[Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934](kcrd_ex311.htm)\n\n \n\n \n\n \n\n[31.2](kcrd_ex311.htm)\n\n \n\n[Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 **](kcrd_ex311.htm)\n\n \n\n \n\n \n\n[32.1*](kcrd_ex321.htm)\n\n \n\n[Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002](kcrd_ex321.htm)\n\n \n\n \n\n \n\n[32.2](kcrd_ex321.htm)\n\n \n\n[Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***](kcrd_ex321.htm)\n\n \n\n \n\n \n\n101.INS\n\n \n\nInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)\n\n \n\n \n\n \n\n101.SCH\n\n \n\nInline XBRL Taxonomy Extension Schema Document\n\n \n\n \n\n \n\n101.CAL\n\n \n\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n \n\n \n\n \n\n101.DEF\n\n \n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n \n\n \n\n \n\n101.LAB\n\n \n\nInline XBRL Taxonomy Extension Labels Linkbase Document\n\n \n\n \n\n \n\n101.PRE\n\n \n\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n \n\n \n\n \n\n104\n\n \n\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)\n\n \n\n*  Filed herewith\n\n**  Included in Exhibit 31.1\n\n***  Included in Exhibit 32.1\n\n \n\n \n\n25\n\n*Table of Contents*\n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of Section 13 or 15(d) 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.\n\n \n\n \n\n**Kindcard, Inc.**\n\n \n\n \n\n \n\n \n\n \n\nDated: May 18, 2026\n\nBy:\n\n*/s/ Michael Rosen*\n\n \n\n \n\n \n\nMichael Rosen\n\nChief Executive Officer, President,\n\nChief Financial Officer, and Director\n\nPrincipal Executive Officer\n\nPrincipal Financial Officer\n\nPrincipal Accounting Officer\n\n \n\n \n\n**POWER OF ATTORNEY**\n\n \n\nKnow all persons by these presents that each individual whose signature appears below constitutes and appoints Michael Rosen, our Chief Executive Officer and Chief Financial Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.\n\n \n\n**Signature**\n\n \n\n**Title**\n\n \n\n**Date**\n\n \n\n \n\n \n\n \n\n \n\n*/s/ Michael Rosen*\n\n \n\nChief Executive Officer, President, Chief Financial Officer, and Director\n\n \n\nMay 18, 2026\n\nMichael Rosen\n\n \n\n(*Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer*)\n\n \n\n \n\n \n\n \n\n26\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\n**Consolidated Financial Statements**\n\n**Year Ended January 31, 2026 and 2025**\n\n \n\nTable of Contents\n\n \n\n[Report of Independent Registered Public Accounting Firm Victor Mokuolu, CPA PLLC](#report)\n\nF-2\n\n[Consolidated Balance Sheets](#bs)\n\nF-3\n\n[Consolidated Statements of Operations](#so)\n\nF-4\n\n[Consolidated Statements of Stockholders’ Deficit](#sse)\n\nF-5\n\n[Consolidated Statements of Cash Flows](#cs)\n\nF-6\n\n[Notes to Consolidated Financial Statements](#note)\n\nF-7 – F-15\n\n \n\n \n\nF-1\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\n**Consolidated Financial Statements**\n\n**Year Ended January 31, 2026 and 2025**\n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n   \n\nTo the Board of Directors and Stockholders\n\nKindCard, Inc.\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying consolidated balance sheets of KindCard, Inc. and Subsidiaries (the Company) as of January 31, 2026, and January 31, 2025, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended January 31, 2026, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026, and January 31, 2025, and the consolidated results of its operations and its cash flows for each of the two years in the period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Substantial doubt about the Company’s ability to continue as a Going Concern**\n\n \n\nThe accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered recurring losses from operations. As of January 31, 2026, the Company had a working capital deficit of $969,168 and had an accumulated deficit of $1,632,570. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical Audit Matters**\n\n \n\nCritical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Company’s governance and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n ** ** \n\n \n\nWe have served as the Company’s auditor since 2023. \n\n    \n\nHouston, Texas \n\n    \n\n**May 18, 2025**\n\n**PCAOB ID: 6771**   \n\n \n\n \n\n \n\nF-2\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\n**Consolidated Balance Sheets**\n\n \n\n \n\n \n\n**January 31,**\n\n**2026**\n\n \n\n \n\n**January 31,**\n\n**2025**\n\n \n\n**Assets**\n\n \n\n**Current Assets:**\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash\n\n \n$9,160\n \n\n \n$9,089\n \n\nAccounts receivable, net - unbilled\n\n \n\n \n32,526\n \n\n \n\n \n34,728\n \n\n**Total Current Assets**\n\n \n\n \n**41,686**\n \n\n \n\n \n**43,817**\n \n\nProperty, plant and equipment, net\n\n \n\n \n-\n \n\n \n\n \n2,237\n \n\nIntangible Assets, net\n\n \n\n \n9,727\n \n\n \n\n \n39,964\n \n\n**Total Other Assets**\n\n \n\n \n9,727\n \n\n \n\n \n42,201\n \n\n**Total Assets**\n\n \n**$****51,413**\n \n\n \n**$****86,018**\n \n\n**Liabilities and Stockholders’ Deficit**\n\n**Current Liabilities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable\n\n \n$355,244\n \n\n \n$297,587\n \n\nAccrued interest\n\n \n\n \n70,585\n \n\n \n\n \n38,333\n \n\nAccrued interest due to related party\n\n \n\n \n7,923\n \n\n \n\n \n4,963\n \n\nAccrued payroll and tax expenses\n\n \n\n \n6,874\n \n\n \n\n \n7,849\n \n\nDue to related party\n\n \n\n \n177,004\n \n\n \n\n \n275,275\n \n\nNotes payable\n\n \n\n \n384,817\n \n\n \n\n \n343,246\n \n\nCurrent portion SBA loan\n\n \n\n \n8,407\n \n\n \n\n \n5,921\n \n\n**Total Current Liabilities**\n\n \n\n \n**1,010,854**\n \n\n \n\n \n**973,174**\n \n\n**Long-term Liabilities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccrued interest long term portion\n\n \n\n \n8,748\n \n\n \n\n \n9,337\n \n\nSBA loan\n\n \n\n \n150,020\n \n\n \n\n \n150,000\n \n\n**Total Long-term Liabilities**\n\n \n\n \n**158,768**\n \n\n \n\n \n**159,337**\n \n\n**Total Liabilities**\n\n \n\n \n**1,169,622**\n \n\n \n\n \n**1,132,511**\n \n\n**Stockholders’ Deficit**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCommon Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAuthorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 103,580,799 of common stock as of January 31, 2026 (January 31, 2025 – 98,170,000)\n\n \n\n \n103,581\n \n\n \n\n \n98,170\n \n\nAdditional Paid In Capital\n\n \n\n \n410,780\n \n\n \n\n \n277,471\n \n\nAccumulated Deficit\n\n \n\n \n**(1,632,570****)**\n \n\n \n(1,422,134 )\n\n**Total Stockholders’ Deficit**\n\n \n\n \n**(1,118,209****)**\n \n\n \n**(1,046,493****)**\n\n**Total Liabilities and Stockholders’ Deficit**\n\n \n**$****51,413**\n \n\n \n**$****86,018**\n \n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements*\n\n \n\n \n\nF-3\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\n**Consolidated Statements of Operations**\n\n \n\n \n\n \n\n**For the Years Ended**\n\n \n\n \n\n \n\n**January 31,**\n\n**2026**\n\n \n\n \n\n**January 31,**\n\n**2025**\n\n \n\n**Revenue**\n\n \n$365,708\n \n\n \n$405,869\n \n\n**Other Revenue**\n\n \n\n \n-\n \n\n \n\n \n5,000\n \n\n**Total Revenue**\n\n \n\n \n365,708\n \n\n \n\n \n410,869\n \n\n**Cost of Sales**\n\n \n\n \n(96,839 )\n \n\n \n(97,278 )\n\n**Total Cost of Sales**\n\n \n\n \n**(96,839****)**\n \n\n \n**(97,278****)**\n\n**Gross Profit**\n\n \n\n \n**268,869**\n \n\n \n\n \n**313,591**\n \n\n**Operating Expenses**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nGeneral & Administrative Expenses\n\n \n\n \n565,113\n \n\n \n\n \n485,621\n \n\nDepreciation and Amortization\n\n \n\n \n26,092\n \n\n \n\n \n80,191\n \n\n**Total Operating Expenses**\n\n \n\n \n**591,205**\n \n\n \n\n \n**565,812**\n \n\n**Net Loss Before Other Income**\n\n \n**$****(322,336****)**\n \n**$****(252,221****)**\n\n**Other Income – See Note 11**\n\n \n\n \n**111,900**\n \n\n \n\n \n**-**\n \n\n**Net Loss**\n\n \n**$****(210,436****)**\n \n**$****(252,221****)**\n\n**Net Loss Per Common Share – Basic and Diluted**\n\n \n**$****-**\n \n\n \n**$****-**\n \n\n**Weighted Average Number of Common Shares Outstanding – Basic and Diluted**\n\n \n\n \n**101,395,000**\n \n\n \n\n \n**98,170,000**\n \n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements*\n\n \n\n \n\nF-4\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\n**Consolidated Statements of Stockholders' Deficit**\n\n **For the years ended January 31, 2026 and 2025**\n\n \n\n \n\n \n\n**Common Stock**\n\n \n\n \n\n**Additional**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Number of**\n\n**Shares**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Paid-in**\n\n**Capital**\n\n \n\n \n\n**Accumulated**\n\n**Deficit**\n\n \n\n \n\n**Total**\n\n \n\nBalance at January 31, 2024\n\n \n\n \n98,170,000\n \n\n \n$98,170\n \n\n \n$277,471\n \n\n \n$(1,169,913 )\n \n$(794,272 )\n\nNet loss for year ended January 31, 2025\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(252,221 )\n \n\n \n(252,221 )\n\nBalance at January 31, 2025\n\n \n\n \n**98,170,000**\n \n\n \n**$****98,170**\n \n\n \n**$****277,471**\n \n\n \n**$****(1,422,134****)**\n \n**$****(1,046,493****)**\n\nShares issued for services\n\n \n\n \n5,160,799\n \n\n \n\n \n5,161\n \n\n \n\n \n123,859\n \n\n \n\n \n-\n \n\n \n\n \n129,020\n \n\nShares issued in settlement\n\n \n\n \n250,000\n \n\n \n\n \n250\n \n\n \n\n \n9,450\n \n\n \n\n \n-\n \n\n \n\n \n9,700\n \n\nNet loss for year ended January 31, 2026\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(210,436 )\n \n\n \n(210,436 )\n\nBalance, January 31, 2026\n\n \n\n \n**103,580,799**\n \n\n \n**$****103,581**\n \n\n \n**$****410,780**\n \n\n \n**$****(1,632,570****)**\n \n**$****(1,118,209****)**\n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements*\n\n \n\n \n\nF-5\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc.**\n\n**Consolidated Statements of Cash Flows**\n\n \n\n \n\n \n\n**For the Years Ended**\n\n \n\n \n\n \n\n**January 31,**\n\n**2026**\n\n \n\n \n\n**January**** 31,**\n\n**2025**\n\n \n\n**Cash Flows from Operating Activities:**\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n**$****(210,436****)**\n \n**$****(252,221****)**\n\nAdjustments to reconcile net loss to net cash used by operations\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nStock issued for services\n\n \n\n \n129,020\n \n\n \n\n \n-\n \n\nDepreciation and amortization - cost of goods sold\n\n \n\n \n6,382\n \n\n \n\n \n7,685\n \n\nDepreciation and amortization - operations\n\n \n\n \n26,092\n \n\n \n\n \n80,191\n \n\nBad debt reserve\n\n \n\n \n887\n \n\n \n\n \n179\n \n\n \n\n \n\n \n**162,381**\n \n\n \n\n \n**88,055**\n \n\n**Decrease (increase) in operating assets/liabilities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts receivable, net - unbilled\n\n \n\n \n1,315\n \n\n \n\n \n(14,350)\n\nPrepaid expenses\n\n \n\n \n-\n \n\n \n\n \n17,550\n \n\nAccounts payable\n\n \n\n \n57,657\n \n\n \n\n \n36,535\n \n\nAccrued expenses\n\n \n\n \n36,154\n \n\n \n\n \n2,047\n \n\nTotal Adjustments\n\n \n\n \n257,507\n \n\n \n\n \n129,837\n \n\n**Net cash (used in) provided by operating activities**\n\n \n\n \n**47,071**\n \n\n \n\n \n**(122,384****)**\n\n**Cash flows from investing activities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Costs incurred to develop intellectual property**\n\n \n\n \n-\n \n\n \n\n \n(15,225)\n\n**Net cash (used in) provided by investing activities**\n\n \n\n \n**-**\n \n\n \n\n \n**(15,225****)**\n\n**Cash flows from financing activities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nShares issued for cash\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nRepayment of related party loan\n\n \n\n \n(88,571)\n \n\n \n(31,293\n) \n\nProceeds from notes payable, net\n\n \n\n \n41,571\n \n\n \n\n \n168,344\n \n\n**Net cash (used in) provided by financing activities**\n\n \n\n \n**(47,000****)**\n \n\n \n**137,051**\n \n\n**Net cash (decrease) increase for the year**\n\n \n\n \n**71**\n \n\n \n\n \n**(558****)**\n\nCash at beginning of year\n\n \n\n \n9,089\n \n\n \n\n \n9,647\n \n\nCash at end of year\n\n \n$9,160\n \n\n \n$9,089\n \n\n**Supplemental disclosures:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Non-cash investing & financing activities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nShares issued in settlement\n\n \n$9,700\n \n\n \n$-\n \n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements*  \n\n \n\n \n\nF-6\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\n**Notes to Consolidated Financial Statements**\n\n**January 31, 2026**\n\n \n\n**NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION**\n\n \n\nKindCard, Inc. (f/k/a MWF Global Inc.) (the “Company”) was incorporated in the State of Nevada on November 18, 2016, and established a fiscal year end of January 31. On June 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Kindcard, Inc., a Massachusetts corporation (“KindCard MA”) and Croesus Holdings Corp, a Massachusetts corporation (“Croesus” and together with Kindcard MA, the “Seller”), pursuant to which the Company acquired (i) all of the intellectual property and operational assets (collectively, the “Assets”) of the Tendercard Division of Croesus. On July 9, 2021, the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate”) with the State of Nevada to effectuate a name change (the “Name Change”). As a result of the Name Change, the Company’s name changed from “MWF Global Inc.” to “Kindcard, Inc.”. On August 26, 2021, Tendercard, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. On January 14, 2022, Deb, Inc., a wholly owned subsidiary of the Company, was incorporated by the Company in the State of Nevada. Our symbol on OTC Markets is KCRD, CUSIP number is 49452K105.\n\n \n\nThe Company, through its wholly owned operating subsidiaries, Deb, Inc. and Tendercard, Inc., is an innovative FinTech and PayTech company which provides alternative Closed-Loop payment solutions to consumers and businesses across a wide variety of verticals. The Company believes that mobile wallet technology will ultimately grow to become the preferred method for merchants and consumers to transact at the point of sale, and it is our goal to capture significant market share from the mobile wallet segment through our proprietary consumer app and merchant services platform, “Pay with Deb”. All funds processed through the “Pay with Deb” platform will be held in a specified trust account and recorded as a liability, all service fees related to the processing of transactions will be recognized as earned when performance obligations have been met as per ASC 606.\n\n \n\n**Going concern**\n\n \n\nThese financial statements have been prepared assuming the Company will be able to continue as a going concern. To date, the Company has generated revenues from its business operations and has incurred accumulated operating losses of $1,632,570. At January 31, 2026, the Company has a working capital deficit of $969,168 and a net loss of $210,436 for the year ended January 31, 2026. 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, 2026, the Company has issued 103,580,799 shares of common stock issued and outstanding. These consolidated 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.\n\n \n\n**Basis of Presentation**\n\n \n\nThe audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the SEC.\n\n \n\n**Consolidation Policy**\n\n \n\nThe accompanying consolidated financial statements include the accounts of Kindcard, Inc. and its wholly owned subsidiaries, Deb, Inc. and Tendercard, Inc. All inter-company balances and transactions have been eliminated in consolidation.\n\n \n\n \n\nF-7\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n \n\n**Use of Estimates and Assumptions**\n\n \n\nPreparation 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, impairment of long-lived assets, valuation of stock-based compensation and fees. Accordingly, actual results and outcomes could differ from those estimates.\n\n \n\n**Cash and Cash Equivalents**\n\n \n\nFor 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.\n\n \n\n**Accounts Receivable - unbilled**\n\n \n\nWe 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.\n\n \n\n**Property and Equipment**\n\n \n\nProperty 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.\n\n \n\n**Impairment of Long-Lived Assets**\n\n \n\nIn accordance with ASC Topic 360, “Property, Plant, and Equipment” the Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is determined regarding a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairments during the years ended January 31, 2026 and January 31, 2025.\n\n \n\n**Intangible assets**\n\n \n\nIntangible assets are comprised of customer relationships and brands acquired in a business combination. 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. We utilize both qualitative and quantitative aspects to evaluate the impairment of our intangible assets. The Company measured the fair value of these indefinite-lived intangible assets using a replacement cost method. The fair value was estimated by projections to determine the present value of future cash flows that the asset is expected to generate over its lifetime. Our projections used in the valuation included assumptions regarding future growth rates of sales, which are based on various long-range financial and operational plans**.** We believe our evaluations are consistent with those a market participant would utilize.\n\n \n\n \n\nF-8\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n \n\n**Revenue Recognition**\n\n \n\nThe Company follows ASC 606, 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.\n\n \n\nRevenue is recognized when all of the following criteria are met:\n\n \n\n(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\n\n \n\nThe Company currently offers the following products and services:\n\n \n\n*Cash Pickup –*Deb, Inc., our wholly owned subsidiary, provides cash pick up services for the retail and wholesale merchants the within the North American retail market through a strategic partnership agreement, per the agreement Deb, Inc.’s partner is responsible for all aspects of the cash pickup service performance obligations. Once performance obligations have been met by the partner Deb, Inc. receives commission revenues in the following month which are recorded as earned over the life of these multiyear contracts.\n\n \n\n*Tendercard Program –*Tendercard, Inc., our wholly owned subsidiary, provides a stored value point of sale gift card processing solution to small and mid-sized businesses within the 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. Fixed monthly service fee revenues are recorded monthly. Fixed annual service fee revenues are collected in arrears and recorded as accrued revenue.\n\n \n\n*Other Revenue*is related to a non-refundable fee of $0 and $5,000 recorded as Other Revenue at January 31, 2026 and January 31, 2025 respectively.\n\n \n\n \n\n \n\n**For the years ended**\n\n**January 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash Pickup Commission Revenue\n\n \n$1,158\n \n\n \n$27,151\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDeb Commission Revenue\n\n \n$6,250\n \n\n \n\n \n-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTendercard Program Revenue\n\n \n$358,300\n \n\n \n$378,718\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOther Revenue\n\n \n$-\n \n\n \n\n \n5,000\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal Program Revenue\n\n \n$365,708\n \n\n \n$410,869\n \n\n \n\n \n\nF-9\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n \n\n**Fair Value of Financial Instruments**\n\n \n\nThe 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:\n\n \n\n*Level 1*: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.\n\n \n\n*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.\n\n \n\n*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.\n\n \n\n**Loss per Common Share**\n\n \n\nThe 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. There are no common stock equivalents at January 31, 2026 or January 31, 2025.\n\n \n\n**Income Taxes**\n\n \n\nThe 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.\n\n \n\n**Reclassification of prior year presentation**\n\n \n\nCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Cash Flows for fiscal year ended January 31, 2026, to reclassify Accounts payable, Accrued payroll and tax expenses and Due to related party.\n\n \n\n**NOTE 2 – ACCOUNTS RECEIVABLE, Net - unbilled**\n\n \n\nWe 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.\n\n \n\n \n\nF-10\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n**NOTE 2 – ACCOUNTS RECEIVABLE, Net – unbilled (continued)**\n\n \n\n \n\nFees are collected in arrears resulting in accounts receivable, net – unbilled and are recorded as accrued revenue at the end of each month. There are $32,526 and $34,728 in accounts receivable net of $887 and $179 allowances at January 31, 2026 and January 31, 2025, respectively.\n\n \n\n**NOTE 3 – PROPERTY AND EQUIPMENT, Net**\n\n \n\nProperty 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.\n\n \n\nProperty and equipment, net consists of the following at:\n\n \n\n \n\n \n\n**January 31,**\n\n \n\n \n\n**January 31,**\n\n \n\n \n\n \n\n** 2026**\n\n \n\n \n\n** 2025**\n\n \n\nMerchandise and equipment: Vault\n\n \n$10,000\n \n\n \n$10,000\n \n\nMerchandise and equipment: Office Equipment\n\n \n\n \n4,286\n \n\n \n\n \n4,286\n \n\nMerchandise and equipment: IT Equipment\n\n \n\n \n4,945\n \n\n \n\n \n4,945\n \n\nTotal Cost\n\n \n$19,231\n \n\n \n$19,231\n \n\nLess: accumulated depreciation\n\n \n\n \n(19,231 )\n \n\n \n(16,994 )\n\n**Property and equipment, net**\n\n \n**$****-**\n \n\n \n**$****2,237**\n \n\n \n\nDepreciation expense amounted to $2,237 and $3,890 with $2,237 and $2,241 reclassified as cost of goods sold at January 31, 2026 and January 31, 2025, respectively. Please note that certain balances were reclassified for presentation and for consistency.\n\n \n\n**NOTE – 4 INTANGIBLE ASSETS**\n\n \n\n**Intangible assets**\n\n \n\nIntangible assets are comprised of customer relationships and brands acquired in a business combination specifically related to the Company’s Tendercard division (see Note 2) and also comprised of development costs for its proprietary payment processing “DEB Platform” through the Company’s wholly owned subsidiary, Deb, Inc. The Company amortizes intangible assets with a definitive life over their respective useful lives of 3-5 years. 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 at January 31, 2026 and January 31, 2025, respectively.\n\n \n\nOn December 21, 2021 the Company entered into a contract to develop its proprietary payment processing DEB Platform, testing was completed in 2025 and the Company Deb is currently working with Blox (blox.global) and Viacarte (viacarte.com) under its strategic partnership to integrate their platforms allowing Deb to add technology that allows Deb to offer payments worldwide B2B, B2C, C2B and Peer to Peer. The platform is depreciated over 3-5 years.\n\n \n\n \n\nF-11\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n**NOTE – 4 INTANGIBLE ASSETS (continued)**\n\n \n\n \n\n**Intangible assets**\n\n \n\n \n\n \n\n**January 31,**\n\n \n\n \n\n**January 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n*Definite-lived intangible assets*\n\n \n\n \n\n \n\n \n\n \n\n \n\nTechnology: DEB Platform\n\n \n$239,435\n \n\n \n$239,435\n \n\nTechnology: Tendercard Program\n\n \n\n \n3,200\n \n\n \n\n \n3,200\n \n\nCustomer Lists\n\n \n\n \n9,900\n \n\n \n\n \n9,900\n \n\nWebsite\n\n \n\n \n5,200\n \n\n \n\n \n5,200\n \n\nTrade Name\n\n \n\n \n2,800\n \n\n \n\n \n2,800\n \n\nTotal\n\n \n\n \n260,535\n \n\n \n\n \n260,535\n \n\nLess: accumulated amortization\n\n \n\n \n(250,808 )\n \n\n \n(220,571 )\n\nDefinite-lived intangible assets, net\n\n \n$9,727\n \n\n \n$39,964\n \n\n  \n\nThe following is the future estimated amortization expense related to intangible assets as of January 31, 2026:\n\n \n\n**Year ending January 31,**\n\n \n\n \n\n \n\n2027 -\n\n \n$8,458\n \n\n2028 -\n\n \n\n \n1,269\n \n\nTotal -\n\n \n$9,727\n \n\n \n\n**NOTE 5 – CURRENT LIABILITIES**\n\n \n\n**Accounts Payable**\n\n \n\nAccounts Payable is comprised of trade payables of $355,244 and $297,587 at January 31, 2026 and January 31, 2025, respectively.\n\n \n\n**Accrued Payroll & Tax Expenses**\n\n \n\nBalance consists of Accrued Salaries & Wages $6,042 and $6,423, Accrued Payroll Tax $832 and $1,397, and Sales Tax Payable of $0.00 and $29 at January 31, 2026 and January 31, 2025 respectively.\n\n \n\n**Accrued Interest**\n\n \n\nBalance consists of accrued interest notes payable of $70,585 and $38,333, accrued interest due to related party of $7,923 and $4,963, and short-term portion of accrued interest SBA loan of $8,407 and $5,921 at January 31, 2026 and January 31, 2025.\n\n \n\n \n\nF-12\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n**NOTE 6 – INCOME TAXES**\n\n \n\nA 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:\n\n \n\nDue to recurring losses, the Company’s tax provision for the years ended January 31, 2026 and 2025 was $0.\n\n \n\n \n\n \n\n**January 31,**\n\n**2026**\n\n \n\n \n\n**January 31,**\n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss before income taxes per financial statements\n\n \n$(210,436 )\n \n$(250,791 )\n\nIncome tax rate\n\n \n\n \n21%\n \n\n \n21%\n\nIncome tax recovery\n\n \n\n \n(44,192 )\n \n\n \n(52,666 )\n\nValuation allowance change\n\n \n\n \n44,192\n \n\n \n\n \n52,666\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nProvision for income taxes\n\n \n$-\n \n\n \n$-\n \n\n \n\nThe significant component of deferred income tax assets at January 31, 2026 and 2025, is as follows:\n\n \n\n \n\n \n\n**January 31,**\n\n**2026**\n\n \n\n \n\n**January 31,**\n\n**2025**\n\n \n\nNet operating loss carry-forward\n\n \n$807,179\n \n\n \n$596,743\n \n\nValuation allowance\n\n \n\n \n(807,179 )\n \n$(596,743 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet deferred income tax asset\n\n \n$-\n \n\n \n$-\n \n\n \n\n \n\nF-13\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n**NOTE 7 – DUE TO RELATED PARTY**\n\n \n\nOn September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company, $121,600 was reclassified as Notes Payable January 29, 2026. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of January 31, 2026, $3,875 in interest has been accrued. RMR is a company owned and controlled by the Company’s CEO.\n\n \n\nOn May 1, 2024, the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. RMR is a company owned and controlled by the Company’s CEO. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of January 31, 2026 the loan was extended to December 31, 2026, $22,563 in payments have been made and $4,048 in interest has been accrued for a total balance of $6,154.\n\n \n\nOn May 17, 2024, the Company issued a 6% Promissory Note in the amount of $75,000 to RMR Management Group LLC (“RMR”) in consideration for a $75,000 loan from RMR to the Company. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen. The loan is unsecured with an interest rate of 6% per annum, monthly installments consisting of principal and interest in the amount of $4,541 beginning June 5, 2024, and a maturity date of November 16, 2025. As of January 31, 2026, $81,750 in payments have been made for a total balance of $0.\n\n \n\nDuring the period ended January 31, 2025 RMR loaned an additional $37,504 to the Company in the form of short-term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. As of January 31, 2025, $13,533 in payments were made, $285 in interest was accrued and the loans were extended to December 31, 2025. In the period ended January 31, 2026 RMR loaned an additional $11,554 to the Company $834 in interest was accrued and $36,945 in payments have been made for a total balance of $0. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen.\n\n \n\nTotal Due to related parties consists of the total amount owed to the Company’s CEO of $177,004 and $275,275 with accrued interest of $7,923 and $4,963, at January 31, 2026 and January 31, 2025 respectively. During the period ended January 31, 2026 an executive of the Company gave the Company use of a revolving credit account on an ongoing basis for working capital purposes. The account is noninterest bearing and payable monthly.\n\n \n\n \n\nF-14\n\n*Table of Contents*\n\n \n\n**Kindcard, Inc. and Subsidiaries**\n\nNotes to Consolidated Financial Statements\n\nJanuary 31, 2026\n\n \n\n**NOTE 8 – LOANS**\n\n \n\n**SBA Loan**\n\n \n\nThe 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 $3,160 accrued interest for a total balance of $153,160. In November 2025, the SBA renewed its UCC filing for the loan and charged the Company $20 for the filing fee by increasing the loan’s principal balance by $20. An additional $25,617 of interest was accrued and $11,622 in installments payments have been made as of January 31, 2026, for a total balance of $167,175. The term of the note is 30 years with an interest rate of 3.75% per annum, installment payments of $731 began April 14, 2023, and consist of interest only for the first thirty months. On March 15, 2024, the Company entered into an SBA accommodation plan with twelve months of reduced installments of $73, on September 15, 2025 the accommodation plan was extended for an additional six months, in March 2025 a final extension was granted for an additional twelve months of installment payments of $366 ending on February 15, 2026.\n\n  \n\n**Year ending January 31,**\n\n2027:\n\n \n\n \n-\n \n\n2028:\n\n \n\n \n2,850\n \n\n2029:\n\n \n\n \n2,958\n \n\n2030:\n\n \n\n \n3,072\n \n\nThereafter\n\n \n\n \n141,140\n \n\n**Total future minimum loan payments**\n\n \n$150,020\n \n\n \n\n**Notes Payable**\n\n \n\nOn January 29, 2026 $121,600 was reclassified from Due to related party to Notes Payable. Loans payable consist of $384,817 and $343,246 in short term loans payable at January 31, 2026 and January 31, 2025. These loans with non-related parties are unsecured and have interest rates ranging from 7% to 12% per annum and maturity dates within one to twelve months.\n\n \n\n**NOTE 9 – COMMITMENTS AND CONTINGENCIES**\n\n \n\nOn May 25, 2022, the Company and an advisor entered into an Advisory Agreement related to the development, design and build of its compliance and state licensing program related to the Company’s Deb Platform. 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 stock grant allowing the advisor the opportunity to earn up to a total of 1,000,000 shares of common stock (the “Shares”) of the Company to be issued one year from the effective date of the agreement subject to approval by the Company’s Board of Directors and the achievement of certain mutually agreed goals and objectives. Effective January 31, 2023, the agreement has been suspended and placed on hold by the parties until the Company’s Deb Platform has been released, and, accordingly, the parties have agreed to cease accruing the monthly cash fees due under the agreement. Total fees earned of $40,000 in consulting fees were recorded as of January 31, 2023. The parties have agreed to terminate the Agreement effective December 10, 2025. As part of this termination, the advisor applied a credit of $7,500 in consulting fees to the fiscal year ending January 31, 2026, and no shares will be issued.\n\n \n\nOn September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company, $121,600 was reclassified as Notes Payable January 29, 2026. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of January 31, 2026, $3,875 in interest has been accrued. RMR is a company owned and controlled by the Company’s CEO.\n\n \n\nOn May 1, 2024, the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. RMR is a company owned and controlled by the Company’s CEO. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024. As of January 31, 2026 the loan was extended to December 31, 2026 and $4,048 in interest has been accrued and $22,563 in payments have been made for a total balance of $6,154.\n\n \n\nDuring the period ended January 31, 2025 RMR loaned an additional $37,504 to the Company in the form of short-term loans with interest rates ranging from 6% to 10% per annum with a maturity date of December 31, 2024. As of January 31, 2025, $13,533 in payments were made, $285 in interest was accrued and the loans were extended to December 31, 2025. In the period ended January 31, 2026 RMR loaned an additional $11,554 to the Company $834 in interest was accrued and $36,945 in payments have been made for a total balance of $0. RMR is a company owned and controlled by the Company’s CEO, Michael Rosen.\n\n \n\n**NOTE 10 – COMMON STOCK**\n\n \n\nThe 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.\n\n \n\nOn June 18, 2025, the Company issued 5,160,799 shares of common stock to a consultant in exchange for consulting services.\n\n \n\nOn January 29, 2026, the Company issued 250,000 shares of common stock to a consultant related to a Settlement and Release Agreement effective September 24, 2025.\n\n \n\n**NOTE 11 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION**\n\n \n\nCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Cash Flows for fiscal year ended January 31, 2026, to reclassify Accounts payable, Accrued payroll and tax expenses and Due to related party.\n\n \n\n**NOTE 12 – SUBSEQUENT EVENTS**\n\n \n\nThe Company evaluates events that occur after the period’s end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that no subsequent events require disclosure in these financial statements.\n\n \n\n \n\nF-15"}