ITEM 1.01 Entry into a Material Definitive Agreement.

An Asset Purchase Agreement (this "Agreement"), dated as of 1st day of January, 2022, was entered into between Wholesale Payments LLC, a Wyoming limited liability company ("Seller") and Kindcard, Inc., a Nevada corporation ("Buyer").

The aggregate purchase price for the Purchased Assets will be $5,000,000, (the "Purchase Price"). The Purchase Price shall be paid by the issuance of five million (5,000,000) 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.

Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the "Purchased Assets"), including, without limitation, the following:





       ·   all accounts or notes receivable held by Seller, and any security,
           claim, remedy or other right related to any of the foregoing ("Accounts
           Receivable");

       ·   all Contracts, including Intellectual Property Agreements, set forth on
           Section 2.01(b) of the Disclosure Schedules (the "Assigned Contracts");

       ·   all Intellectual Property Assets;

       ·   all furniture, fixtures, equipment, machinery, tools, vehicles, office
           equipment, supplies, computers, telephones and other tangible personal
           property (the "Tangible Personal Property");

       ·   all Permits, including Environmental Permits, which are held by Seller
           and required for the conduct of the Business as currently conducted or
           for the ownership and use of the Purchased Assets, including, without
           limitation, those listed on Section 4.17(b) and Section 4.18(b) of the
           Disclosure Schedules;

       ·   all rights to any Actions of any nature available to or being pursued
           by Seller to the extent related to the Business, the Purchased Assets
           or the Assumed Liabilities, whether arising by way of counterclaim or
           otherwise;

       ·   all prepaid expenses, credits, advance payments, claims, security,
           refunds, rights of recovery, rights of set-off, rights of recoupment,
           deposits, charges, sums and fees (including any such item relating to
           the payment of Taxes);

       ·   all of Seller's rights under warranties, indemnities and all similar
           rights against third parties to the extent related to any Purchased
           Assets;

       ·   all insurance benefits, including rights and proceeds, arising from or
           relating to the Business, the Purchased Assets or the Assumed
           Liabilities;

       ·   originals, or where not available, copies, of all books and records,
           including, but not limited to, books of account, ledgers and general,
           financial and accounting records, machinery and equipment maintenance
           files, customer lists, customer purchasing histories, price lists,
           distribution lists, supplier lists, production data, quality control
           records and procedures, customer complaints and inquiry files, research
           and development files, records and data (including all correspondence
           with any Governmental Authority), sales material and records (including
           pricing history, total sales, terms and conditions of sale, sales and
           pricing policies and practices), strategic plans, internal financial
           statements, marketing and promotional surveys, material and research
           and files relating to the Intellectual Property Assets and the
           Intellectual Property Agreements ("Books and Records"); and all
           goodwill and the going concern value of the Business.

The description of the transaction contemplated by this agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the documents filed as exhibits hereto and incorporated herein by reference.






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ITEM 9.01 Financial Statements and Exhibits.

Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.





Exhibit
Number     Description of Exhibit

  99.1       Asset Purchase Agreement
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)





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