UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
OR
For the transition period from ______________ to ______________
Commission
File No.
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 Act). Yes ☐ No
The number of shares of Common Stock, $ par value, of the registrant outstanding at February 18, 2025 was shares.
TABLE OF CONTENTS
| i |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.
| ii |
PART I.
Item 1. Financial Statements.
BLUEONE CARD, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2024 | March 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid deposits and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Internal-use software, net | ||||||||
Goodwill | ||||||||
| Right-of-use asset | ||||||||
| Deposits | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Compensation payable to officer | ||||||||
| Related party payables | ||||||||
| Lease liability - current maturity | ||||||||
| Total Current Liabilities | ||||||||
| Lease liability - net of current maturity | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (See Note 8) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $ par value; shares authorized, Series A Preferred Stock, shares designated, shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively | ||||||||
| Common stock, $ par value; shares authorized, shares and shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Stock subscriptions received | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total BlueOne Card Inc. Stockholders’ Equity | ||||||||
| Noncontrolling interest in subsidiary | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
BLUEONE CARD, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | $ | $ | ||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross Profit (Loss) | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Legal and filing fees | ||||||||||||||||
| Rent | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ||||||||||||
| Loss before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Tax | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Allocation of net loss of subsidiary attributable to noncontrolling interest | ||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and Diluted Net Loss Per Share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
BLUEONE CARD, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
For the Three Months Ended December 31, 2024
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Noncontrolling | Total Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Interest | (Deficit) | ||||||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||||||||||
| Issuance of stock on acquisition of subsidiary | - | |||||||||||||||||||||||||||||||||||
| Initial recording of noncontrolling interest on acquisition | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
For the Nine Months Ended December 31, 2024
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Sale of common stock | - | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of stock on acquisition of subsidiary | - | |||||||||||||||||||||||||||||||||||
| Initial recording of noncontrolling interest on acquisition | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
For the Three Months ended December 31, 2023
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| Balance - September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
For the Nine Months ended December 31, 2023
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
| Sale of common stock | - | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
BLUEONE CARD, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use asset | ||||||||
| Amortization of internal-use software | ||||||||
| Bad debt expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable | ( | ) | ||||||
| Decrease in inventory | ||||||||
| Decrease in prepaid deposits and other current assets | ||||||||
| Increase (decrease) in accounts payable and accrued liabilities | ( | ) | ||||||
| Increase in compensation payable to officer | ||||||||
| Decrease in related party payables | ( | ) | ( | ) | ||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Cash paid for purchase of internal-use software development costs | ( | ) | ||||||
| Cash paid for purchase of property and equipment | ( | ) | ||||||
| Loan disbursement | ( | ) | ||||||
| Net Cash Used In Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Cash proceeds from sale of common stock | ||||||||
| Stock subscriptions received | ||||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Decrease in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of the Period | ||||||||
| Cash - End of the Period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flows | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||
| Present value of initial lease liability and right-of-use asset | $ | $ | ||||||
| Issuance of common stock for acquisition of subsidiary | $ | $ | ||||||
| Noncontrolling interest in acquired subsidiary | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION
General
BlueOne Card, Inc. (the “Company”) was incorporated on July 6, 2007 under the laws of the state of Nevada. The Company provides innovative payout solutions and prepaid debit card and gift card solutions to consumers and corporations transforming card-to-card cross border real time global money transfers.
On
October 25, 2024, the Company entered into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millennium EBS,
Inc., a New Jersey corporation (“MEI”), and Shinto Matthew, a shareholder owning shares of common stock of MEI
(the “Shareholder”). Pursuant to the Agreement, the Company acquired shares of common stock of MEI (constituting
Going Concern
These
condensed 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 has not yet generated any significant revenues and has suffered
operating losses since July 6, 2007 (Inception Date) to date. The Company recorded a net loss of $
Basis of Presentation
The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiary. The preparation of interim condensed financial statements requires management to make assumptions and estimates that impact the amounts reported. The interim condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These interim condensed consolidated financial statements, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended December 31, 2024 and 2023; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed consolidated financial statements, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended March 31, 2024, filed with the SEC on July 15, 2024. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period.
The Company accounts for its noncontrolling interest in Millenium EBS, Inc. in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total stockholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations.
| 5 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Principles of Consolidation
The Company’s consolidated financial statements include the financial statements of its majority-owned subsidiary Millenium EBS, Inc. In the preparation of unaudited consolidated financial statements of the Company, intercompany transactions and balances have been eliminated and net earnings (losses) are reduced by the portion of the net loss of subsidiary applicable to non-controlling interests.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summary of the significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to US GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the 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 reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of its assets, liabilities, equity and operations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about its estimates that are not readily apparent from other sources. Significant estimates in the accompanying financial statements include the valuation of note receivable and accounts receivable, valuation of inventory, valuation of internal-use software development costs, valuation of fair value of assets acquired and liabilities assumed in a business combination, valuation of common stock consideration in a business combination, valuation of acquired intangible assets and goodwill, valuation of lease liabilities and right-of-use assets, valuation of stock-based compensation and valuation of deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The
Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
The Company did
Concentrations
Cash Concentration
Cash is maintained at one financial institution and at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. As of December 31, 2024 and March 31, 2024, the Company did not have any cash balances in a financial institution which exceeded federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operation and cash flow.
Significant Vendor and Concentration
The Company relied solely on one vendor for key components and processing services related to the manufacturing, distribution and servicing of its prepaid debit cards and gift cards. The same vendor was also the sole developer and provider of the software for the Company’s operations. The Company terminated its relationship with this vendor on or around December 18, 2023, and entered into an agreement with a new vendor on February 27, 2024.
Accounts Receivable
The Company recognizes an allowance for losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible.
The Company has adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized in general and administrative expenses.
For
the three months ended December 31, 2024 and year ended March 31, 2024, the Company has recorded $
Inventory
Inventory
historically was of finished goods which consisted of plastic prepaid debit cards and gift cards not yet loaded with funds and is valued
at the lower of cost or net realizable value using the specific identification method. The reported net value of inventory includes saleable
prepaid debit cards and gift cards that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory.
At December 31, 2024 and March 31, 2024, the Company had a reserve of $
Property and Equipment
Property
and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over
the estimated useful lives of the assets which range from to
| 6 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Internal-Use Software
Costs
incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development
costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii)
management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended
function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and
after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will
result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of
The Company conducts a qualitative assessment of internal-use software impairment using the guidelines of ASC 350-40-35-1 Internal-Use Software. If impairment is indicated, then the Company conducts a quantitative impairment test under ASC 360 for long lived assets.
Long-lived Assets
In
accordance with Accounting Standards Codification (“ASC”) ASC 360, “Property, Plant, and Equipment”,
the Company tests long-lived assets including internal-use software and intangible assets or asset groups for recoverability when
events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a
review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the
business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the
acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not
be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying
amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying
value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment
loss is recorded as an expense and a direct write-down of the asset.
Business Combination
The Company accounts for business acquisitions using the acquisition method of accounting where the assets acquired, and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition. The Company evaluates acquisitions pursuant to ASC 805, “Business Combinations,” to determine whether the acquisition should be classified as either an asset acquisition or a business combination.
Goodwill
Goodwill arising on a business combination represents the difference between the cost of acquisition and the Company’s consolidated interest in the fair value of the identifiable assets and liabilities of a subsidiary as at the date of acquisition. Goodwill is recognized as an asset and is not amortized but is reviewed for impairment at least annually. Any impairment is recognized immediately in the statement of operations and is not subsequently reversed.
Leases
The Company has operating leases for its offices. Management determines if an arrangement is a lease at inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company with the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease.
The Company accounts for its vehicle leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is consummate with the respective lease term. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term.
In calculating the right of use asset and lease liability, the Company elects to include only the lease components as permitted under ASC 842. The Company expenses non-lease components as incurred. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.
| 7 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Fair value of Financial Instruments and Fair Value Measurements
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company has established a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of accounts receivable, prepaid assets, accounts payable and accrued liabilities, related party payable, and lease liability. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue from Contracts with Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows:
(1) Identify the contract(s) with a customer.
(2) identify the performance obligations in the contract.
(3) determine the transaction price.
(4) allocate the transaction price to the performance obligations in the contract; and
(5) recognize revenue when or as you satisfy a performance obligation.
The Company records the revenue once all the above steps are completed.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The Company recognizes revenues from card sales when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company will recognize revenue from card service fees and card transactions once the service or transaction is completed, respectively.
Subscription revenues are derived from contracts with customers for use of its subsidiary’s Millenium Payment Hub platform, which is available as a standalone product, but it can also be customized. Subscription revenue is recognized over time on a pro-rata basis over the applicable subscription contractual period, ranging from one month to five years.
| 8 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Implementation revenues are derived from implementing our subsidiary’s Millenium Payment Hub platform, as a SaaS for customers requiring and/or requesting customization and includes: (i) assessing the scope; and (ii) providing services associated with designing, building, deploying and modifying the Customer Instance (including all other Customer Solutions). Such customization may include implementation of additional connectors, integration with other card issuing platforms, implementation of compliance features, development of a mobile application for end users, and enablement of international remittance capabilities. This includes all activities related to configuring, installing, and ensuring that the system is fully operational. Implementation revenues are recognized at the point in time when the implementation is finished, and the customer is able to use the system. Costs of each implementation are accumulated and capitalized until such time the implementation project has been completed, at which time the related implementation revenue is recognized and the costs of implementation are reclassified to cost of revenues.
Revenue Disaggregation
The
Company recorded $
The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under the Accounting Standards Update (“ASU”) 2018-07 which aligns the measurement date criteria for non-employees with ASC 718 for employees, the fair value of common stock issued for payments to non-employees is measured on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation—Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.
Research and Development Costs
Costs
incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting research
and development of the Company’s products comprise research and development expenses. Purchased materials that do not have an alternative
future use are also expensed. The Company recorded in general and administrative expenses research and development costs of $
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
| 9 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
The
Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are
filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are
subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance
with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is
Noncontrolling interests
The Company follows ASC Topic 810, “Consolidation”, governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. The net loss attributed to NCI was separately designated in the accompanying unaudited condensed consolidated statements of operations. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed to their share of losses even if that attribution results in a deficit NCI balance.
The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. The Company computes Basic EPS by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and convertible preferred stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
| For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net loss computation of basic and diluted net loss per common share: | ||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Basic and diluted net loss per common share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average common shares outstanding | ||||||||||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Preferred stock | ||||||||
| Total anti-dilutive weighted average shares | ||||||||
| 10 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
NOTE 3 – INVENTORY
Inventory of prepaid debit cards and gift cards consisted of the following:
| December 31, 2024 | March 31, 2024 | |||||||
| Prepaid cards inventory | $ | $ | ||||||
| Less: reserve to reduce to net realizable value | ( | ) | ||||||
| Total | $ | $ | ||||||
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment, stated at cost, consisted of the following:
| Estimated Life | December 31, 2024 | March 31, 2024 | ||||||||||
| Furniture and fixtures | $ | $ | ||||||||||
| Leasehold Improvements | ||||||||||||
| Office equipment | ||||||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||||||
| Total | $ | $ | ||||||||||
Depreciation
and amortization expense for the three months and nine months ended December 31, 2024 totaled $
NOTE 5 – ACQUISITION OF MILLENIUM EBS, INC.
On
October 25, 2024, the Company entered into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millenium
EBS, Inc. whereby the principal owner of EBS is to sell
shares of EBS (constituting
Millenium EBS Inc. owns a
comprehensive payment orchestration and modernization platform, designed to streamline and manage financial transactions across
various channels such as Swift, RTGS, ACH, FedNow, and Fedwire. By integrating diverse payment systems into a unified framework, the
platform allows financial institutions to enhance operational efficiency and flexibility while adhering to regulatory requirements.
Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality.
Amortization shall be provided for on a straight-line basis over the expected useful lives of the software cost and related upgrades
and enhancements. The cost of the MPH is being amortized over its estimated useful life of
| Acquisition of Millenium EBS, Inc. on December 13, 2024 | ||||
| Consideration paid for acquisition | $ | |||
| % of Millennium EBS acquired | % | |||
| Total fair market value of Millennium EBS net assets | $ | |||
| Assets Acquired: | ||||
| Deferred Costs | $ | |||
| Intangible assets | ||||
| Goodwill | ||||
| Liabilities Assumed: | ||||
| Accounts payable | $ | ( | ) | |
| Noncontrolling interest | ( | ) | ||
| Purchase price | $ | |||
| Noncontrolling Interest | ||||
| Fair market value of Millenium EBS assets | $ | |||
| Allocation of noncontrolling interest | % | |||
| Initial noncontrolling interest at acquisition | ||||
| Loss allocated to noncontrolling interest for the period from December 14, 2024 to December 31, 2024 | ( | ) | ||
| Noncontrolling interest - December 31, 2024 | $ | |||
| 11 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Goodwill
is expected to be deductible for income tax purposes over
NOTE 6 – INTERNAL-USE SOFTWARE
As
of December 31, 2024, the Company had capitalized costs of $
| December 31, 2024 | March 31, 2024 | |||||||
| Internal-use software | $ | $ | ||||||
| Millenium Payment Hub platform | ||||||||
| Less: Accumulated amortization | ( | ) | ||||||
| Total | $ | $ | ||||||
The carrying value of the MPH software and related accumulated amortization is summarized in the table below:
| Millenium Payment Hub | ||||
| Carrying value of MPH software - date of acquisition December 13, 2024 (Subject to measurement period revaluation – See Note 5) | $ | |||
| Additions | ||||
| Less: Amortization | ( | ) | ||
| Carrying value at December 31, 2024 | $ | |||
Amortization expense for the period from December 14, 2024 to December 31, 2024 totaled $
Total estimated future amortization expense for the intangible asset is as follows:
| Fiscal Year ended December 31, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ |
NOTE 7 – RELATED PARTY TRANSACTIONS
The
Company’s Chief Executive Officer (“CEO”), from time to time, has provided advances to the Company for its working
capital purposes. The CEO had advanced funds to the Company totaling $
On
December 1, 2020, the Company entered into an employment agreement with its CEO for a three-year term, for an annual compensation of
$
Pursuant
to the terms of MEI acquisition, the Company is obligated to pay to the sole stockholder of MEI a cash consideration of $
| 12 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Leases
The Company reported the following summary of non-cancellable operating leases in accordance with the provisions of ASC 842 Topic 842 “Leases” as follows:
Summary of Non-Cancellable Operating Leases:
| Vehicle | Office Lease | Total | ||||||||||
| Right-of-use asset, net | $ | $ | $ | |||||||||
| Current lease liabilities | $ | $ | $ | |||||||||
| Non-current lease liabilities | ||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||
Vehicle
On
July 12, 2022, the Company executed a non-cancellable operating lease for a vehicle with the lease commencing on July 12, 2022 for a
. The Company paid $
Supplemental balance sheet information related to the vehicle lease is as follows as of December 31, 2024:
| Operating Lease | ||||
| Right-of-use asset, net | $ | |||
| Current lease liabilities | $ | |||
| Non-current lease liabilities | ||||
| Total operating lease liabilities | $ | |||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate per annum | % |
As the lease does not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease.
Anticipated future costs are as follows:
| For the years ending | Vehicle | |||
| March 31, 2025 (remaining) | $ | |||
| March 31, 2026 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Office Lease – J Plaza
On
April 13, 2023, the Company executed a non-cancellable office space in a retail shopping center, for a monthly base rent of $
The
Company recorded rent expense including common area maintenance of $
| 13 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Supplemental balance sheet information related to the office lease is as follows as of December 31, 2024:
| Operating Lease | ||||
| Right-of-use asset, net | $ | |||
| Current lease liabilities | $ | |||
| Non-current lease liabilities | ||||
| Total operating lease liabilities | $ | |||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate per annum | % | |||
As the lease does not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease.
Anticipated future costs are as follows:
| For the years ending | Office Lease | |||
| March 31, 2025 (remaining) | $ | |||
| March 31, 2026 | ||||
| March 31, 2027 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Office Leases - Others
On
August 27, 2020, the Company formally executed a month-to-month cancellable operating lease for leasing office space in an executive
suite, commencing on September 1, 2020 for $
On
October 26, 2020, the Company executed a non-cancellable operating lease agreement for its principal office for a monthly rent of $
The
Company has recorded total rent expense for all above leases of $
The Company has considered the provisions of ASC 842 Topic 842 “Leases”. The Company has elected not to recognize lease assets and lease liabilities for leases with a term of 12 months or less, as it is permitted to make an accounting policy election. The Company records the rent expense on a straight-line basis ratable over the term of the lease.
Employment Agreement
On December 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with its President, CEO, Secretary, and Chairman (the “Officer”). The initial term of the Agreement is for three years and, if written notice is not provided within 90 days of the termination of each term, the term is automatically extended for an additional one-year term. The Agreement may be terminated by either party upon 90 days’ prior written notice. Whether the Agreement is terminated without “Cause,” for “Good Reason,” or for “Cause,” as defined in the Agreement, determines what compensation is owed and when. There is also a 30-day cure period for any termination for “Cause,” as defined in the Agreement. The Agreement contains confidentiality, non-compete, and non-solicitation provisions. Pursuant to the terms of Agreement, Mr. Koh is entitled to bonuses, reimbursement of expenses, a vehicle allowance, four weeks of paid vacation, and other incentives. The Agreement does provide for payments to be made as a result of any “Change in Control,” as defined in the agreement.
Pursuant
to the Agreement, the Officer is entitled to an annual base salary of $
| 14 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Reseller Agreement with Expanse Financial Technologies, Inc. (“ExpanseFT”)
Effective February 27, 2024, the Company entered into an Authorized Reseller Agreement (the “Reseller Agreement”) with ExpanseFT (the “Program Manager”) pursuant to which the Company agreed to be a reseller or an independent sales representative of the Program Manager and its products, and the Program Manager has agreed to support our reselling efforts. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts.
The term of the Reseller Agreement is for five (5) years. The Reseller Agreement is renewable by mutual consent of each of the parties for two-year terms unless either party provides written notice to the other party at least 180 days prior to the term of the Reseller Agreement. The Reseller Agreement may be terminated by either party upon a material breach of either party with the non-breaching party providing written notice to the breaching party and the breach remaining uncured with 30 days of the notice. The Reseller Agreement may also be terminated by either party by written notice if either party ceases to carry on as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy, insolvency, or liquidation, makes an assignment for the benefit of creditors, or if a receiver is appointed with respect to all or a substantial part of its assets. The Program Manager shall provide us with prepaid debit and gift cards of requested quantity, create a range of prepaid debit accounts, using banking identification numbers provided to the Program Manager by our issuing bank and produce and deliver plastic card production tape media, including personal identification number (PIN) generation for the range of created prepaid debit accounts. Upon the first loading of value to a prepaid debit account, the Program Manager will create and activate a cardholder account on the Program Manager’s system and create linkage between the cardholder account on ExpanseFT system and our cardholder aggregate settlement account at our issuing bank or another bank.
The
Company agreed to pay for all new programming outside the scope listed in this agreement such as but not limited to mobile apps, websites
back office and the integrations with the sponsoring banks and processors as we go. The Company agreed to pay a one-time commitment fee
of $
| Months 0-3 | $ | |||
| Months 4 – 12 | ||||
| Year 2 | ||||
| Year 3 and thereafter |
Legal Costs and Contingencies
In the normal course of business, the Company incurs costs to hiring and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.
If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable. The Company was not aware of any loss contingencies as of December 31, 2024.
| 15 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
NOTE 9 – STOCKHOLDERS’ EQUITY
The Company’s capitalization at December 31, 2024 and March 31, 2024 was authorized common shares with a par value of $ per share, and authorized preferred shares with a par value of $ per share.
Common Stock
The
Company had received from six investors cash proceeds of $
During
the nine months ended December 31, 2024, the Company received a cash consideration of $
As a result of all common stock issuances, the total issued and outstanding shares of common stock were shares and shares as of December 31, 2024 and March 31, 2024, respectively.
Preferred Stock
The Board of Directors, without further approval of its stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our Common Stock and other series of Preferred Stock then outstanding.
Series A Preferred Stock
There are shares of Series A Preferred Stock designated and shares issued and outstanding as of December 31, 2024 and March 31, 2024, respectively.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the Holders of junior capital stock, including Common Stock, an amount equal to $0.001 per share [the “Liquidation Preference”]. If upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the Holders of the Series A Preferred Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Company shall be distributed ratably among the holders of the Series A Preferred Stock and parity capital stock, if any. Neither the consolidation or merger of the Company nor the sale, lease or transfer by the Company of all or a part of its assets shall be deemed liquidation, dissolution or winding up of the Company for purposes of these Liquidation Rights.
Stock Splits, Dividends and Distributions
If the Company, at any time while any Series A Convertible Preferred Stock is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Company, the conversion ratio, as defined, shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
| 16 |
BLUEONE CARD, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Unaudited)
Conversion Rights
Voting Rights
As a result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were shares as of December 31, 2024 and March 31, 20243, respectively.
2022 Stock Incentive Plan
On March 11, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”). The purposes of the 2022 Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.
The 2022 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors. Awards may be made under the 2022 Plan for up to shares of common stock of the Company. Only employees of our Company or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2022 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code. As of December 31, 2024 and March 31, 2024, shares of common stock awards remain available for issuances pursuant to 2022 Plan.
No option awards may be exercisable more than ten years after the date it is granted. In the event of termination of employment for cause, the options terminate on the date of employment is terminated. In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate or transferee has six months following the date of termination to exercise options received at the time of disability or death. In the event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.
The 2022 Plan will continue in effect until all the stock available for grant or issuance has been acquired through the exercise of options or grants of shares, or until ten years after its adoption, whichever is earlier. Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.
NOTE 10 – SUBSEQUENT EVENT
As
of February 18, 2025, the Company sold shares of common stock to a few investors and received cash consideration of $
| 17 |
Item 2. Management’s Discussion and Analysis or Plan of Operation
This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Overview
BlueOne Card Inc., a Nevada corporation (the “Company”), through our relationship with our program manager, Expanse Financial Technologies, Inc. (the “Program Manager”), is a reseller of an all-in-one prepaid, branded card to be issued by the Program Manager which we believe has numerous user benefits. The Company terminated its relationship with EndlessOne Global, Inc. on or about December 18, 2023. Through our relationship with our new Program Manager, we are aiming to provide innovative pay-out solutions and prepaid cards to consumers. Unlike other prepaid card distributors and companies, we specifically aim to target 50 million customers who are unbanked, or non-bankable, and who have need to crossing international borders. The Program Manager’s platform has to be functional to derive revenues therefrom. Through strategic partnerships with banks, third-party processors, and global payment networks like Visa and MasterCard, we intend to deliver comprehensive financial services ranging from card issuing and processing to remittances and various innovative payment solutions.
Through our relationship with the Program Manager, we expect to earn revenues mostly through the sale of prepaid debit cards, and commissions derived from monthly fees charged to customers to the Program Manager provided by us for the issued general purpose reloadable prepaid card, reloading fees, ATM withdrawal fees, and card to card money transaction fees. We will be acting as independent sales representative of the Program Manager and we will not receive revenue from customer contracts, which will be executed with the Program Manager.
On December 13, 2024, we closed on the Stock Exchange and Acquisition Agreement (the “Agreement”) entered on October 25, 2024 with Millennium EBS, Inc., a New Jersey corporation (“MEI”) and Shinto Matthew, a sole shareholder owning 6,000,000 shares of common stock of MEI (the “Shareholder”). Pursuant to the Agreement, we acquired 3,600,000 shares of common stock of MEI (constituting 60% of the outstanding issued securities of MEI) owned by the Shareholder (the “MEI Shares”) in exchange (the “Exchange”) for 2,100,000 shares of our common stock (the “BCI Shares”). Subject to a 30-day grace period, we agreed to pay to the Shareholder $500,000 within 90 days of closing (the “Cash Consideration”). Closing was conditioned upon the filing of Articles of Exchange with the Nevada Secretary of State. On December 13, 2024, the Articles of Exchange were filed pursuant to approval of our Board of Directors, the Exchange closed, and the BCI shares were issued to the Shareholder of MEI. MEI is now a majority owned subsidiary of the Company. This acquisition positions the Company to emerge as a prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabilities globally in the fintech sector. The acquisition includes ownership of the MEI Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance the Company’s ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.
We are currently headquartered in Newport Beach, California and have a staff consisting of 12 employees and consultants to carry out Company’s operations.
Background
BlueOne Card, Inc. (formerly known as “Avenue South Ltd.,” “TBSS International, Inc.,” or “Manneking Inc.”) was incorporated on July 6, 2007 under the laws of the State of Nevada. We started our business as a retailer and importer of domestic home furnishings from Hong Kong. On September 30, 2011, we changed our name to TBSS International, Inc., which was engaged in gold mining and drilling and general construction.
On April 26, 2019, Corporate Compliance, LLC filed a re-application for custodianship pursuant to NRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we changed our name to “Manneking Inc.,” and then to “BlueOne Card, Inc.” on June 30, 2020.
On October 15, 2019, we executed a 1 for 100 reverse stock-split. On June 30, 2020, we executed another 1 for 100 reverse stock-split with a Certificate of Change and changed our trading symbol to “BCRD.” We filed a FINRA corporate action pursuant to FINRA Rule 6490 which was announced on the Daily List as of July 23, 2020.
Agreement with Expanse Financial Technologies, Inc.
Expanse Financial Technologies, Inc. (“ExpanseFT”) (“Program Manager”), uses a platform that allows a company to process as a Payment Card Issuer, and a Banking Software company. ExpanseFT has card experts to serve and provide its clients/customers with the next generation of card and banking software. ExpanseFT is ushering in a new kind of debit card, one with comprehensive services and instant upfront reward packages. As an eWallet provider creating all different types of debit cards that are used every day, ExpanseFT will focus on driving digital commerce with eWallet software which works for all people. The easy-to-use eWallet will allow the banked or unbanked customers the ability and freedom to manage their money.
Effective February 27, 2024, we entered into a Master Program Manager Services Agreement, an authorized reseller agreement with a new Program Manager (the “Reseller Agreement”), pursuant to which we have agreed to be a reseller or an independent sales representative of the Program Manager and its products, and the Program Manager has agreed to support our reselling efforts. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts.
The term of the Reseller Agreement is for five years. The Reseller Agreement is renewable by mutual consent of each of the parties for two-year terms unless either party provides written notice to the other party at least 180 days prior to the term of the Reseller Agreement. The Reseller Agreement may be terminated by either party upon a material breach of either party with the non-breaching party providing written notice to the breaching party and the breach remaining uncured with 30 days of the notice. The Reseller Agreement may also be terminated by either party by written notice if either party ceases to carry on as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy, insolvency, or liquidation, makes an assignment for the benefit of creditors, or if a receiver is appointed with respect to all or a substantial part of its assets.
Our duties under the Reseller Agreement are to use our best efforts to promote and market the products of the Program Manager including but not limited to providing the first introduction of the products to prospective customers, conducting the preliminary qualification of prospective customers for the products of the Program Manager, conducting sales presentations and obtaining commitments from prospects, and distribution of the Program Manager’s collateral materials, as appropriate.
| 18 |
We agreed to use all reasonable resources, including the assignment of adequate personnel to assure timely performance of those functions required by us under the start-up, and comply with all reasonable directions of the Program Manager so as to enable start-up to be completed on or before the scheduled start-up date. We agreed to pay any required start-up, set-up and/or implementation fees, any costs and expenses incurred in connection with the start-up of card programs for our customers and software development under this agreement.
During the term of this agreement, we agreed to conduct our business and make all undertakings consistent with their policies in order that we may be eligible for sponsorship by a sponsor bank member of the associations/networks, .
We agreed to pay the Program Manager the processing fees as set forth in this agreement. The Program Manager and BlueOne Card can agree to modify charges for services, add, delete or modify services from time to time.
The Program Manager shall provide us with prepaid debit and gift cards of requested quantity, create a range of prepaid debit accounts, using banking identification numbers provided to the Program Manager by our issuing bank and produce and deliver plastic card production tape media, including personal identification number (PIN) generation for the range of created prepaid debit accounts. Upon the first loading of value to a prepaid debit account, the Program Manager will create and activate a cardholder account on the Program Manager’s system and create linkage between the cardholder account on ExpanseFT system and our cardholder aggregate settlement account at our issuing bank or another bank.
We agreed to pay for all new programming outside the scope listed in this agreement such as but not limited to mobile apps, websites back office and the integrations with the sponsoring banks and processors as we go. We agreed to pay a one-time fee of $60,000 to initiate the process to establish one banking identification number, including the program setup, integration, API connection and implementation process required to bring the program live.
As of December 31, 2024, we made a payment of $42,500 towards the one-time fee of $60,000 as discussed above, for program implementation to the Program Manager towards implementation and customization fees for our program.
The Program Manager’s Unique Platform
We believe the Program Manager will provide a unique platform different from other competitors. Unlike many other institutions and companies who only do card-to-card transfer domestically, the Program Manager’s prepaid debit and gift cards will instantly transfer money from card-to-card across the border through a mobile application. Consumers who receive the card-to-card transfer will easily be able to cash out the money at any Automated Teller Machine (“ATM”) in the world. Thus, using the Program Manager’s platform, consumers will save time, as well as enjoy reasonable foreign exchange rate cost.
Principal Products and Services
The Program Manager offers prepaid, branded cards that provide consumer benefits such as no overdraft fees, no interest fees, virtual bank accounts, and free direct deposit. We act as a reseller of the Program Manager’s prepaid, branded cards pursuant to the Reseller Agreement.
Some of the benefits of the Program Manager’s prepaid, branded cards will be as follows:
| ● | A mobile application for iOS devices (Apple), and android. | |
| ● | The Program Manager and BlueOne Card provides a Global Remittance Network (“GRN”) meaning that it will connect any proprietary accounts or card systems to other systems worldwide. | |
| ● | Option to provide free checking account and check books by BlueOne Card. | |
| ● | We intend to resell the Program Manager’s prepaid, branded cards to liquor stores throughout the U.S. and online at www.blueonecard.com as well. |
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| ● | The Program Manager’s prepaid, branded cards provide a dynamic Card Verification Value (“CVV”) function including a chip and Personal Identification Number (“PIN”) capability. | |
| ● | The Program Manger’s prepaid, branded cards access are lock and unlocked with Sensor Assisted Flight Envelope (“SAFE”) technology. Consumers will also instantly be able to lock and unlock the cards via text Short Message Service (“SMS”). | |
| ● | We believe payroll checks will be deposited via the Program Manager’s mobile application. |
Acquisition of Millenium EBS, Inc.
The acquisition includes ownership of the Millennium EBS Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance BlueOne Card’s ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.
| ● | Revenue Growth: The combined Company anticipates potential revenue growth in revenue over the next year, driven by the new integrated Payment Hub platform. | |
| ● | Stock Transaction: Millennium EBS shareholders will receive approximately 17% equity ownership stake in BlueOne Card, while BlueOne will own a 60% stake in Millennium EBS. | |
| ● | Synergies: The acquisition is expected to create substantial synergies by integrating Millennium EBS’s advanced payment orchestration platform with BlueOne Card’s established international platform, accelerating both domestic and global growth. | |
| ● | Future Outlook: The Company aims to work towards meeting NASDAQ listing requirements by Q4 2026, subject to market conditions and other factors. |
Significance of the Acquisition
The Millennium EBS Payment Hub has successfully enabled a major banking institution in Sri Lanka and Gayana to transition to ISO20022 standards and is now in use, showcasing its role as the ultimate solution for banks seeking scalability, compliance, and secure financial messaging. The platform integrates diverse payment systems into a cohesive framework, offering seamless multi-channel payment processing. This acquisition shifts BlueOne Card’s position from a planned leasing agreement to full ownership, enabling us to provide payment services directly to banks and generate significant revenue from financial institutions that utilize our platform.
Strategic Goals
| 1. | Empowering Financial Institutions: By acquiring Millennium EBS, BlueOne Card is positioned to support small and medium-sized banks worldwide in modernizing their payment operations. The platform will streamline payment processing across channels such as Swift, RTGS, ACH, FedNow, and Fedwire, offering banks an efficient path to meeting ISO 20022 compliance requirements. |
| 2. | Expanding Remittance Services: The acquisition enables BlueOne Card to establish a robust remittance platform, allowing users to send money globally without needing a traditional bank account. This new service will generate revenue on each transaction, with convenient options for loading money at locations such as Walmart and 7-Eleven. |
| 3. | Driving Operational Efficiency: Full ownership of the Millennium EBS Payment Hub allows BlueOne Card to integrate and optimize payment processes, enhancing operational efficiency for banks. By offering this comprehensive solution, the Company aims to meet the evolving demands of the financial sector while capitalizing on new revenue streams. |
Critical Accounting Policies and Estimates
We apply the following critical accounting policies and estimates in the preparation of our financial statements:
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Inventory
Inventory is finished goods which consist of plastic prepaid debit cards and gift cards not yet loaded with funds. and is valued at the lower of cost or net realizable value using the specific identification method. The reported net value of inventory includes saleable prepaid debit cards and gift cards that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory.
Internal-Use Software
Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.
The Company conducts a qualitative assessment of internal-use software impairment using the guidelines of ASC 350-40-35-1 Internal-Use Software. If impairment is indicated, then the Company conducts a quantitative impairment test under ASC 360 for long lived assets.
Long-lived Assets
In accordance with Accounting Standards Codification (“ASC”) ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets including internal-use software and intangible assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset.
Goodwill
Goodwill arising on a business combination represents the difference between the cost of acquisition and the Company’s consolidated interest in the fair value of the identifiable assets and liabilities of a subsidiary as at the date of acquisition. Goodwill is recognized as an asset and is not amortized but is reviewed for impairment at least annually. Any impairment is recognized immediately in the statement of operations and is not subsequently reversed.
Stock-based Compensation
The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under ASU 2018-07 which aligns the measurement date criteria for non-employees with ASC 718 for employees, the fair value of common stock issued for payments to non-employees is measured on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation—Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.
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Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue from Contracts with Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows:
(1) Identify the contract(s) with a customer.
(2) identify the performance obligations in the contract.
(3) determine the transaction price.
(4) allocate the transaction price to the performance obligations in the contract; and
(5) recognize revenue when or as you satisfy a performance obligation.
The Company records the revenue once all the above steps are completed.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The Company recognizes revenues from card sales when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company will recognize revenue from card service fees and card transactions once the service or transaction is completed, respectively.
Subscription revenues are derived from contracts with customers for use of its subsidiary’s Millenium Payment Hub platform, which is available as a standalone product, but it can also be customized. Subscription revenue is recognized over time on a pro-rata basis over the applicable subscription contractual period, ranging from one month to five years.
Implementation revenues are derived from implementing our subsidiary’s Millenium Payment Hub platform, as a SaaS for customers requiring and/or requesting customization and includes: (i) assessing the scope; and (ii) providing services associated with designing, building, deploying and modifying the Customer Instance (including all other Customer Solutions). Such customization may include implementation of additional connectors, integration with other card issuing platforms, implementation of compliance features, development of a mobile application for end users, and enablement of international remittance capabilities. This includes all activities related to configuring, installing, and ensuring that the system is fully operational. Implementation revenues are recognized at the point in time when the implementation is finished, and the customer is able to use the system. Costs of each implementation are accumulated and capitalized until such time the implementation project has been completed, at which time the related implementation revenue is recognized and the costs of implementation are reclassified to cost of revenues.
Recent Accounting Pronouncements
See Note 2 of Notes to the Financial Statements contained in this Form 10-Q for management’s discussion of recent accounting pronouncements.
Results of Operations for the Three Months Ended December 31, 2024 Compared to the Three Months Ended December 31, 2023 (Unaudited)
Revenues and Cost of Sales
We recorded $60,947 in revenues from the implementation of internally generated software under Millenium Payment Hub platform for two customers for the three months ended December 31, 2024. We did not sell any prepaid debit or gift cards to the customers during the three months ended December 31, 2024. We sold 200 prepaid debit cards to our customers and recorded revenues of $1,000 during the three months ended December 31, 2023. respectively.
Costs of sales associated with the implementation of internally generated software under Millenium Payment Hub for services totaled $47,364 for the three months ended December 31, 2024. Cost of sales from the sale of prepaid debit/gift cards for the three months ended December 31, 2024 was $0, as compared to the cost of sales from the sale of prepaid debit/gift cards was $400 for three months ended December 31, 2023.
Operating Expenses
Operating expenses included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, research and development, rent, payroll, travel and other general and administrative expenses. We recorded operating expenses of $214,699 and $468,954 for the three months ended December 31, 2024 and 2023, respectively. The net decrease in operating expenses of $254,255 was primarily due to the decrease in advertising and marketing expenses of $97,384, decrease in consulting expenses of $33,982, decrease in research and development expense of $61,957, decrease in write-down of inventory of prepaid debit/gift cards of $52,305 due to the change in program manager platform, decrease in professional and filing fees of $24,150, offset by increase in amortization of acquired internal-use software of $10,860, increase in accounting and audit fees of $25,274 and increase in other general and administrative expenses of $20,611.
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Other Income (Expense)
Other income included interest earned on the cash balance invested in the money markets account. We did not earn any interest income during the three months ended December 31, 2024 as compared to $2,163 in interest income earned due to the higher interest rates offered by the bank for the three months ended December 31, 2023. Interest expense related to financing the purchase of Company vehicle and credit card interest totaled $4,602 and $0 for the three months ended December 31, 2024 and 2023, respectively. Interest expense increased for the three months ended December 31, 2024 as compared to the same periods in 2023 as a result of financing the purchase of vehicle and credit card interest.
Noncontrolling interest
We recorded the noncontrolling interest of the loss in our majority-owned subsidiary Millenium EBS allocated to the noncontrolling interest owners of the subsidiary of $3,453 for the three months ended December 31, 2024. We did not have any subsidiary for the same comparable period in 2023.
Net Loss
We reported a net loss of $205,718 and $466,191 for the three months ended December 31, 2024 and 2023, respectively. The decrease in net loss was primarily due to the reduction in operating expenses incurred by us.
Results of Operations for the Nine Months Ended December 31, 2024 Compared to the Nine Months Ended December 31, 2023 (Unaudited)
Revenues and Cost of Sales
We recorded $60,947 in revenues from the implementation of internally generated software under Millenium Payment Hub platform for two customers for the nine months ended December 31, 2024. We did not sell any prepaid debit or gift cards to the customers during the nine months ended December 31, 2024. We sold 800 prepaid debit cards to our customers and recorded revenues of $4,000 during the nine months ended December 31, 2023, respectively.
Costs of sales associated with the implementation of internally generated software under Millenium Payment Hub for services totaled $47,364 for the three months ended December 31, 2024. Cost of sales from the sale of prepaid debit/gift cards for the three months ended December 31, 2024 was $0, as compared to the cost of sales from the sale of prepaid debit/gift cards was $1,600 for the nine months ended December 31, 2023.
Operating Expenses
Operating expenses included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, research and development, rent, payroll and other general and administrative expenses. We recorded operating expenses of $702,120 and $1,217,835 for the nine months ended December 31, 2024 and 2023, respectively. The net decrease in operating expenses of $515,715 was primarily due to the decrease in advertising and marketing expenses of $351,120, decrease in write-down of inventory of prepaid debit/gift cards of $52,305 due to the change in program manager platform, decrease in consulting expenses of $54,705, decrease in professional and filing fees of $29,150, decrease in research and development expense of $61,957, and decrease in travel expense of $9,820, offset by increase in accounting and audit fees of $50,640, increase in amortization of acquired internal-use software of $10,860, increase in payroll expense of $14,066, and increase in other general and administrative expenses of $48,002.
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Other Income (Expense)
Other income included interest earned on the cash balance invested in the money markets account. We did not earn any interest income during the nine months ended December 31, 2024 as compared to $11,120 in interest income earned due to the higher interest rates offered by the bank for the nine months ended December 31, 2023. Interest expense related to financing the purchase of Company vehicle and credit card interest totaled $10,601 and $41 for the nine months ended December 31, 2024 and 2023, respectively. Interest expense increased for the nine months ended December 31, 2024 as compared to the same periods in 2023, as a result of financing the purchase of vehicle and credit card interest.
Noncontrolling Interest
We recorded the noncontrolling interest of the loss in our majority-owned subsidiary Millenium EBS allocated to the noncontrolling interest owners of the subsidiary of $3,453 for the nine months ended December 31, 2024. We did not have any subsidiary for the same comparable period in 2023.
Net Loss
We reported a net loss of $699,138 and $1,204,356 for the nine months ended December 31, 2024 and 2023, respectively. The decrease in net loss was primarily due to the reduction in operating expenses incurred by us.
Liquidity and Capital Resources
Liquidity and Capital Resources for the nine months ended December 31, 2024 and 2023, respectively:
| December 31, 2024 | December 31, 2023 | |||||||
| Summary of Cash Flows: | ||||||||
| Net cash used in operating activities | $ | (294,054 | ) | $ | (948,127 | ) | ||
| Net cash used in investing activities | - | (791,345 | ) | |||||
| Net cash provided by financing activities | 223,000 | 1,210,000 | ||||||
| Net (decrease) in cash | (71,054 | ) | (529,472 | ) | ||||
| Cash – Beginning of the period | 75,063 | 668,118 | ||||||
| Cash – End of the period | $ | 4,009 | $ | 138,646 | ||||
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Operating Activities
Cash used in operating activities for the nine months December 31 2024 was $294,054 primarily as a result of net loss of $699,138, depreciation and amortization of $96,529, non-cash rent expense of $2,193, amortization of internal-use software of $10,860, and a net increase in operating assets and liabilities of $295,502 due to increase in accounts receivable of $60,900, increase in accounts payable and accrued liabilities of $210,774, increase in compensation payable to officer of $154,729, and decrease in related party payables of $9,101.
Cash used in operating activities of $948,127 for the nine months ended December 31, 2023 was primarily as a result of net loss of $1,204,356, depreciation and amortization of $79,142, bad debt of $52,305, and a net increase in operating assets and liabilities of $124,782 due to decrease in inventory of $1,600, decrease in prepaid deposits and other current assets of $289, decrease in accounts payable and accrued liabilities of $15,270, increase in compensation payable to officer of $140,663 and decrease in related party payables of $2,500.
Investing Activities
Net cash used in investing activities for the nine months ended December 31, 2024 was $0. Net cash used in investing activities for the nine months ended December 31, 2023 totaled $791,345 due to cash paid for purchase of internal-use software development of $405,791, purchase of property and equipment of $333,249 and loan advanced to a third party of $52,305.
Financing Activities
Net cash provided by financing activities for the nine months ended December 31, 2024, was $223,000 consisting of cash received from sale of common stock of $205,000, and cash received from stock subscriptions of $18,000. Net cash provided by financing activities for the nine months ended December 31, 2023 was $1,210,000 consisting of cash received from sale of common stock of $1,210,000.
Future Capital Requirements
Our current available cash may not be sufficient to satisfy our liquidity requirements. Our capital requirements for the next twelve months will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts, and being a public company.
Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions that would generate sufficient resources to ensure continuation of our operations.
The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.
Inflation
The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
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Going Concern
These condensed 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 has not yet generated any significant revenues and has suffered operating losses since July 6, 2007 (Inception Date) to date. The Company recorded a net loss of $699,138, net cash flows used in operating activities of $294,054 for the nine months ended December 31, 2024, and has an accumulated deficit and working capital deficit of $4,567,437 and $1,503,559, as of December 31, 2024. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern operation for a period of 12 months from the issuance date of these condensed consolidated financial statements. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitability. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Development Stage and Capital Resources
We have devoted substantially all of our efforts to business planning since our inception on July 6, 2007. Accordingly, we are considered to be in the development stage. We have not generated any revenues from our operations on a commercial scale and we will not commence generating revenues until sometime during the first calendar quarter of 2025.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of SEC’s Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations which have not been adopted.
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Item 3. Quantitative and Qualitative Disclosures About Market Risks.
Not Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Currently, there is only one officer and two independent directors, and as such is solely responsible for evaluating the Company’s disclosure controls and procedures. Based upon that evaluation, the principal executive officer (who also serves as the principal financial and accounting officer) believes that the Company’s disclosure controls and procedures are not effective as of December 31, 2024 due to the material weaknesses in internal control over financial reporting. We noted deficiencies involving lack of segregation of duties, lack of internal control documentation that we believe to be material weaknesses. Other material weaknesses include lack of monitoring controls over the evaluation of impairment of intangibles and long-lived assets.
Changes in Internal Control over Financial Reporting
Other than the deficiencies as disclosed above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended December 31, 2024, the Company sold 11,250 shares of common stock for a total cash consideration of $45,000. In addition, the Company received from an investor $18,000 in cash for stock subscriptions. The Company did not issue the common shares to the investor as of December 31, 2024.
The shares of common stock were issued and sold pursuant to exemptions from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) and/or Regulation D thereof. No sales commissions were paid in connection with the sales of these securities and no general solicitation was used.
Item 5. Other Information.
During
the quarter ended December 31, 2024, no director or officer of the Company
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | Item | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101 PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) |
| * | Filed with this Report | |
| ** | Furnished with this Report |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BlueOne Card, Inc. | ||
| Date: | February 19, 2025 | /s/ James Koh |
| James Koh | ||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
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