Annual Report for Fiscal Year Ending 01-31, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in "Item 8. Financial Statements and Supplementary Data." In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-Looking Statements." Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Company History

KindCard, 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.

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Business Overview

The 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 "Pay with Deb" consumer app and merchant services platform ("Pay with Deb").

Deb, Inc. targets the high-risk merchant market where businesses operating within innovative verticals and e-commerce are incurring higher transaction costs, utilizing a robust compliance policy for onboarding users and businesses in accordance with federal and state regulations. Pay with Deb operates on a "closed-loop" system, whereby consumers can purchase "Deb Tokens" to store in their wallet and use them to make purchases with the Pay with Deb merchant network. Deb Tokens are not a crypto currency, stable coins, or tied to any exchange. Funds used to purchase Deb Tokens are kept in a custodial deposit account ensuring that Deb Tokens are valued 1:1 with the US dollar. Businesses using Deb Tokens to transact with customers, suppliers, vendors, and employees can send and receive money without using traditional banking infrastructure or credit card rails. In addition, Pay with Deb eliminates the transaction fees incurred by businesses associated with traditional payment processors at the point of sale. For consumers, Pay with Deb transactions at the point of sale only appear on the consumer's mobile wallet's statement, not bank or credit card statements, offering additional privacy to the consumer.

Tendercard, Inc. provides independent merchants with a gift card and loyalty platform, allowing businesses to purchase their own proprietary gift card program to promote and sell to their own customers, where their customers can also earn points. Tendercard's gift card and loyalty platform replaces paper gift certificates and all manual recordkeeping with an electronic accounting and reporting system hosted by Tendercard. Unlike other gift card providers, Tendercard settles gift card purchases directly to the merchant's account, never taking control of the money. Tendercard processing is available through the "Bridgepay" payment gateway and can be used with a dedicated terminal, or with "Pax", and "Dejavoo" terminals.

The Company is dedicated to providing universal access to digital payment tools for all entities, persons, and governments, who accept or pay with money. Each of our business units has a focused value proposition, delivering cutting-edge fintech and paytech solutions within their target markets. Combined with excellent customer service, the Company aims to grow its user base and merchant network exponentially over the next two years.

Recent Developments

We are continuously in the process of identifying and/or developing potential new products and services to offer to our customers. Our expenditures on research and development have historically been small and immaterial compared to our other business expenditures. Deb is 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. Tendercard, Inc. has finalized the upgrade of all of its servers to be able to guarantee a 99.9% uptime for all of its subscribers along with providing superior customer support via live staff and Zendesk CRM.

Market Analysis

The Company is well positioned with the build out of its innovative payment technology and believes with the domination of ecommerce, decriminalization of certain products, not to mention launch of innovative platforms such as web3 and blockchain the payments industry is ready for disruption because the numbers of new, underbanked businesses are significantly increasing. 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. The everyday merchant is burdened by high fees, friendly fraud, cryptic algorithms, reserves, chargebacks and lack of trust with current institutions while the consumer is levied service charges and fees for mediocre service. 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 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.

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Sales and Marketing

At the end of Q2 2025, Deb, Inc. and Tendercard, Inc. had completed additional upgrades to their respective platforms. In addition, the Company has identified specific merchants which are ready to integrate with Deb for use as an alternative payment solution from their consumers worldwide.

Deb, Inc. will be focusing its sales and marketing efforts on the services and products offered under our strategic partnerships with Blox and Viacarte. These services include ability for individual and corporate clients to open wallet accounts with Blox, to store digital assets allowing for conversion to USD and funding of Virtual and Signature Black Visa cards issued under license from Viacarte that can be used worldwide where Visa is accepted.

Tendercard, Inc. will continue to expand efforts to add additional merchants directly to its simple and cost-effective Gift and Loyalty platform in time for the 2026 holiday season.

Competition

The payments industry is exploding with new technology mainly focused on the launch of new payment card types and singular payment platforms for specific industries like Alipay, Paypal, Apple Pay, Goggle Pay and others. The Company has focused its efforts on the build out of a nationwide closed loop platform that can be securely used in multiple environments and across all merchant type classifications. It is designed to be safer for business and consumers to transact with an alternative to cash, credit cards and checks.

Competitive Advantages

The Company's two wholly owned subsidiaries are uniquely positioned in the payments industry. Deb, Inc. is an "alternative payment" platform to traditional payments made via traditional credit cards both in-store or online. Its "Pay With Deb Wallet" allows consumer payments to be made directly to Deb, Inc. merchants in a total closed-loop environment reducing the high-cost merchants pay for acceptance of credit cards. Tendercard, Inc. is a simple and cost-effective Gift and Loyalty platform which allows merchants to issue gift cards online and at the point-of-sale. Merchant advantages include one monthly fee for unlimited gift card acceptance, total control of the funds received from gift card sales, and a robust back-office account system and consumer marketing platform to market to their gift card holders.

Industry Overview

The payments industry is dominated by a small number of major players, i.e., Visa, MasterCard, Discover and American Express. Each of these issuers allow for processing through a crowded field of processing platforms for credit card acceptance in-store and online. These issuers set interchange, the established cost for accepting credit/debit cards worldwide. In recent years, there has been a significant consolidation of the processing industry which in turn has decreased the competitiveness of the payments industry leaving merchants with few options for payments acceptance.

Growth Strategies

We intend to offer our Pay With Deb and Tendercard suite of alternative payment platforms to in-store and online merchants through a selected group of resellers nationwide. We believe that our alternative payment platforms will be well received by resellers in the payments industry as they offer resellers additional revenue sources which complement their current traditional offering of payments. In the planned launch of our marketing campaigns, we hope to attract new resellers along with independent software developers looking to integrate our platforms to their point-of-sale software.

Research and Development

We are continuously in the process of identifying and/or developing potential new products and services to offer to our customers. Our expenditures on research and development have historically been small and immaterial compared to our other business expenditures.

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Intellectual Property

The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.

Government Regulation

Deb, Inc., through its Pay With Deb payments wallet and closed loop merchant platform, does come under government MSB/MTR regulations relative to loading of the Pay With Deb Wallet and the transfer of funds from the Wallet to in-store and online merchants. The Company has engaged an BSA/AML advisor that has reviewed all the MSB governing rules and regulations relative to Deb, Inc. and has written a comprehensive internal analysis and protocol to be implemented and strictly followed by the Company.

Employees

We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ two full-time employees. The Company otherwise currently relies on the services of independent contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing. Although we continually seek to add additional talent to our workforce, management believes that it currently has sufficient human capital to operate its business successfully.

Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.

The health and safety of our employees is our highest priority, and this is consistent with our operating philosophy. Since the onset of the COVID-19 pandemic, employees, including our specialized technical staff, are working from home or in a virtual environment unless they have a requirement to be in the office for short-term tasks and projects.

Our Offices

Our principal executive office is located at 1001 Yamato Road, #100, Boca Raton, Florida, 33431.

Our Websites

www.kindcard.com

www.paywithdeb.com

www.thetendercard.com

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Plan of Operations

Our cash balance was $9,160 as of January 31, 2026 and $9,089 as of January 31, 2025. We believe our cash balance is not sufficient to fund our levels of operations for the next twelve months. We have been utilizing and may utilize funds from our President and Chief Executive Officer, Chairman of the Board of Directors, and majority holder of our common stock, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Mr. Rosen, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to develop and begin to implement our business plan, we will need the funding from this offering. We have generated minimal revenues to date.

Going Concern

To date the Company has generated revenues from its business operations but has an accumulated deficit of $1,632,570. At January 31, 2026, the Company has a working capital deficit of $969,168. 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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.

The 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.

Revenue is recognized when all of the following criteria are met:

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.

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We currently offer the following products and services:

Cash Pickup -Deb, Inc., our wholly owned subsidiary, provides cash pick up services for retail & wholesale merchants 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 services. Deb, Inc. receives commission revenues which are recorded as earned over the life of these multiyear contracts.

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. The fees are collected in arrears resulting in accounts receivable-unbilled at the end of each month. Fixed annual service fee revenues are collected in arrears and recorded accrued revenue, un-billed at the end of each month until collected, Fixed annual service fee revenues are collected in arrears and recorded accrued revenue.

Other Revenue is related to a non-refundable fee recorded in the first quarter of FY 2023, $25,000 was recorded as Other Revenue at January 31, 2023 with the remaining $25,000 recorded as Deferred Revenue to be amortized over the remainder of the initial contract term which was two years ending January 31, 2025.

Income Taxes

We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 "Accounting for Income Taxes," which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Stock based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification ("ASC") 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

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RESULTS OF OPERATIONS

Comparison of Results of Operations for the Years Ended January 31, 2026 and January 31, 2025

Revenue

Total revenues amounted to $365,708 which consisted of $7,408 in commission revenue and $358,300 in gift card program revenue for the year ended January 31, 2026. Total revenue was $410,869 which consisted of $378,560 in gift card program revenue and $27,151 in commission revenue and $5,000 in other revenue for the year ended January 31, 2025. The decrease of $45,161 in revenue was due to a decrease in gift card program revenue and commission revenue.

Cost of Revenue

Cost of revenue includes the direct cost of internal labor and related benefits, travel expenses related to consulting services, direct subcontractor costs, other related direct consulting costs.

For the years ended January 31, 2026 and 2025, the cost of revenue were $96,839 and $97,278, respectively, representing an decrease of $439. The decrease in the cost of revenue was mainly driven by an decrease in the direct costs to produce the revenue.

Operating Expenses

For the years ended January 31, 2026 and January 31, 2025, operating expenses consisted of the following:

		For the Years ended
		January 31,				January 31,
		2026				2025
Advertising and Marketing		$	2,547			$	4,169
Communications		$	47,273			$	63,328
Consulting		$	19,486			$	20,439
Employee Benefits		$	10,079			$	8,733
Legal and Professional Fees		$	196,213			$	103,433
General and Administrative		$	187,366			$	183,662
Salaries and Wages		$	100,000			$	100,000
Depreciation and Amortization		$	26,092			$	80,191
Bad Debt Expense		$	2,149			$	1,857
		$	591,205			$	565,812

	·	Expenses for the year ended January 31, 2026 totaled $591,205, consisting primarily of advertising and marketing expense of $2,547, communications expense of $47,273, consulting expense of $19,486, employee benefits of $10,079, legal and professional fees of $196,213, general and administrative expenses of $187,366, salaries and wages of $100,000, and bad debt expense of $2,149 resulting in a net loss of $210,436.
	·	Expenses for the year ended January 31, 2025 totaled $565,812, consisting primarily of advertising and marketing expense of $4,169, communications expense of $63,328, consulting expense of $20,439, employee benefits of $8,733, legal and professional fees of $103,433, general and administrative expenses of $183,662, salaries and wages of $100,000, and bad debt expense of $1,857 resulting in a net loss of $252,221.
	·	The increase in expenses between fiscal 2026 and fiscal 2025 was primarily due to the increase in professional fees.

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Income (Loss) from Operations

As a result of the foregoing, for the year ended January 31, 2026, loss from operations amounted to $210,436, as compared to loss from operations of $252,221 for the year ended January 31, 2025.

Other Income

Other income (loss) for the years ended January 31, 2026, and 2024 were $111,900 and $5,000, respectively.

Other Expense

We did not have any other expense for the years ended January 31, 2026 and January 31, 2025.

Net Income (Loss)

Net income (loss) for the years ended January 31, 2026, and 2025 were $(210,436) and $(252,221), respectively.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. Our auditor's report on our January 31, 2026 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See "January 31, 2026 Audited Financial Statements."

As of January 31, 2026, we had $9,160 in cash compared to $9,089 in cash as of January 31, 2025. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date the Company has incurred operating losses since inception of $1,632,570. As at January 31, 2026, the Company had a working capital deficit of $969,168.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well as expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

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We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company's common stock would lose all of their investment.

Cash flows from Operating Activities

Cash flows used in operating activities during the year ended January 31, 2026 amounted to $47,071 as compared with $122,384 for the year ended January 31, 2025.

Cash flows from Investing Activities

Cash flows used in investing activities during the year ended January 31, 2026 amounted to $0 as compared with $15,225 for the year ended January 31, 2025. Our investing activities in 2025 consisted of costs incurred in the development of intellectual property $15,225.

Cash flows from Financing Activities

Cash flows (used in) financing activities during the year ended January 31, 2026 amounted to ($47,000) as compared with $137,051 for the year ended January 31, 2025. Our negative cash flow in 2026 consisted of net proceeds from short-term loans of $163,171 and repayment of related party loans of $210,171. Our positive cash flow in 2025 consisted of net proceeds from short term loans of $46,744 and proceeds from related party loans of $90,307.

Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties' professional services. All funds received have been expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

●

An increase in working capital requirements to finance our current business;

●

Addition of administrative and sales personnel as the business grows; and

●

The cost of being a public company.

We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital and advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

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The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $210,436 for the year ended January 31, 2026, and a net loss of $252,221 for the year ended January 31, 2025. The Company had accumulated deficits of $1,632,570 as of January 31, 2026, and accumulated deficits of $1,411,134 as of January 31, 2025. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.