UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2021

Commission File Number 000-56003

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

(Address of principal executive offices) (Zip Code)

(888) 888-0708

(Registrant’s telephone number, including area code)

MWF GLOBAL INC.

Baccuit Sur, Bauang, La Union, Philippines, 02501

 (Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of December 20, 2021, there were 83,825,000 shares of common stock issued and outstanding.

Explanatory Note

The Registrant is unable to file this Form 10-Q for the period ended October 31, 2021 with the consent of its independent auditor. The Company has not finalized the presentation of the financial statements and subsequent events in the Form 10-Q. The Company announced that the Stock Purchase Agreement (the “Agreement”), dated June 7, 2021 closed on or about September 10, 2021 and the Company is unable to value the 8,000,000 shares issued pursuant to that Stock Purchase Agreement.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

KINDCARD, INC.

(Formerly MWF Global Inc.)

FINANCIAL STATEMENTS

October 31, 2021

KINDCARD, INC.

(Formerly MWF Global Inc.)

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these condensed financial statements.

KINDCARD, INC.

(Formerly MWF Global Inc.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

KINDCARD, INC.

(Formerly MWF Global Inc.)

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD ENDED OCTOBER 31, 2021

(Unaudited)

FOR THE PERIOD ENDED OCTOBER 31, 2020

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

KINDCARD, INC.

(Formerly MWF Global Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

Results of Operations

For the three-month periods ended October 31, 2021 and October 31, 2020 we had no revenues. . Expenses for the three-month period ended October 31, 2021 totaled $$11,002 resulting in a net loss of $11,002. The net loss for the three-month period ended October 31, 2021 is the result of expenses of $11,002, comprised of professional fees of $8,880; transfer agent expenses of $1,557 and filing fees of $565. Expenses for the three-month period ended October 31, 2020 totaled $5,248 resulting in a net loss of $5,248. The net loss for the three-month period ended October 31, 2020 is the result of expense of $5,248, comprised of professional fees of $3,560; transfer agent expenses of $571; filing fees of $1,000; and bank service charges of $117.

For the nine-month periods ended October 31, 2021 we had no revenues as compared to revenues of $63 for the nine-month period ended October 31, 2020 Expenses for the nine-month period ended October 31, 2021 totaled $34,057 resulting in a net loss of $34,057. The net loss for the nine-month period ended October 31, 2021 is the result of expenses of $34,057, comprised of professional fees of $21,380; filing fees of $1,200; transfer agent fees of $11,151; website expense of $74; and bank service charges of $252. Expenses for the nine-month period ended October 31, 2020 totaled $17,857 resulting in a net loss of $17,794. The net loss for the nine-month period ended October 31, 2020 is the result of expense of $17,857, comprised of professional fees of $14,560; filing fees of $1,500; transfer agent expenses of $1,236; and bank service charges of $561; less revenues of $63.

Liquidity and Capital Resources

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

As of October 31, 2021 we had $92 in cash and $22,240 in prepaid expenses and $129,410 due to related parties. Total liabilities as of October 31, 2021, were $131,068 compared to $96,963 in total liabilities at January 31, 2021. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of October 31, 2021, the Company owed $107,254 (January 31, 2021; $95,629) to a current shareholder assigned/transferred by William Mejia (“former CEO”) and $22,146 to its current Chief Executive Officer.

During the nine-month period ended October 31, 2021, the former CEO advanced the Company $300 and paid expenses of $10,106 on behalf of the Company. The total amount owed to the former CEO as of October 31, 2021 was $106,035 (January 31, 2021 - $95,629). The current CEO paid expenses of $22,146 on behalf of the Company. The total amount to the current CEO as of October 31, 2021 was $22,146. The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.

On October 30, 2021 the former CEO sold/assigned their shareholder loan of $106,035 to a separate shareholder of the Company. This related party also paid $1,230 in expense for the Company. The balance due is $107,245. The balance due is unsecured and non-interest-bearing with no set terms of repayment

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2021, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended October 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mining Safety Disclosures.

None

Item 5. Other Information.

Common Stock

The Company is authorized to issue 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

The Company issued 8,000,000 shares of common stock at closing, to KindCard, Inc. and Croesus Holdings Corp (the “Sellers”),. Value of shares ($0.00278) are based on the last transaction of price per share in a private transaction.

Changes in Control of Registrant

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

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

Entry into a Material Definitive Agreement

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 aggregate purchase price for the Purchased Assets shall be $8,000,000, (the “Purchase Price”). The Purchase Price shall be paid by the issuance of eight million (8,000,000) shares of common stock of Buyer (the “Buyer Stock Issuance”). The Buyer Stock Issuance in connection with the Purchase Price shall be valued at $1.00 per share of common stock. If the per share price of a share of Buyer’s common stock is less than the Buyer Stock Issuance Value of One Dollar ($1.00) per share, the Buyer shall be obligated to issue additional shares of Buyer’s common stock (the “Buyer Stock True-up”) such that the combined value of the Buyer Stock Issuance and the Buyer Stock True-up provides Seller with the number of shares of Buyer’s common stock equal in value to the Purchase Price. If the Buyer Stock True-up is required, the Buyer shall be obligated to issue the Buyer Stock True-up within thirty (30) days of the Measurement Date utilizing the share price at the market close on the Measurement date to calculate the number of additional shares for the Buyer Stock True-up.

The Stock Purchase Agreement, dated June 7, 2021 closed on or about September 10, 2021. MWF Global issued 8,000,000 shares of common stock. At closing, KindCard, Inc. and Croesus Holdings Corp (the “Sellers”), sold to MWF Global Inc., all of the intellectual property and operational assets in the Tendercard division of Croesus Holdings Corp. and all shares of stock in KindCard

On September 16, 2021, the Company filed a Form 8-K. Under item 2.01 of this Form 8-K the Company announced that the Stock Purchase Agreement, dated 6/7/21 closed on or about September 10, 2021. The Company issued 8,000,000 shares of common stock. At closing, KindCard, Inc. and Croesus Holdings Corp (the “Sellers”), sold to the Company, all of the intellectual property and operational assets in the Tendercard division of Croesus Holdings Corp and all shares of stock in KindCard.

Subsequent to this closing, KindCard failed to deliver its registered trademark and failed to deliver the software that conforms to industry standards. An unwinding of the agreement or some type of settlement will occur. The Company will be licensing the software from a third party that supports industry standards.

Item 6. Exhibits.

EXHIBIT INDEX

____________ 

[2] Incorporate by reference from the Company’s S-1 filed with the Commission on July 24, 2017

* Included in Exhibit 31.1

** Included in Exhibit 32.1

SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.