false Q3 --03-31 2025 0001496690 P3Y P3Y 0001496690 2024-04-01 2024-12-31 0001496690 2025-02-18 0001496690 2024-12-31 0001496690 2024-03-31 0001496690 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001496690 us-gaap:SeriesAPreferredStockMember 2024-03-31 0001496690 2024-10-01 2024-12-31 0001496690 2023-10-01 2023-12-31 0001496690 2023-04-01 2023-12-31 0001496690 us-gaap:PreferredStockMember 2024-09-30 0001496690 us-gaap:CommonStockMember 2024-09-30 0001496690 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001496690 BCRD:SubscriptionsReceivedMember 2024-09-30 0001496690 us-gaap:RetainedEarningsMember 2024-09-30 0001496690 us-gaap:NoncontrollingInterestMember 2024-09-30 0001496690 2024-09-30 0001496690 us-gaap:PreferredStockMember 2024-03-31 0001496690 us-gaap:CommonStockMember 2024-03-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001496690 BCRD:SubscriptionsReceivedMember 2024-03-31 0001496690 us-gaap:RetainedEarningsMember 2024-03-31 0001496690 us-gaap:NoncontrollingInterestMember 2024-03-31 0001496690 us-gaap:PreferredStockMember 2023-09-30 0001496690 us-gaap:CommonStockMember 2023-09-30 0001496690 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001496690 BCRD:SubscriptionsReceivedMember 2023-09-30 0001496690 us-gaap:RetainedEarningsMember 2023-09-30 0001496690 us-gaap:NoncontrollingInterestMember 2023-09-30 0001496690 2023-09-30 0001496690 us-gaap:PreferredStockMember 2023-03-31 0001496690 us-gaap:CommonStockMember 2023-03-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001496690 BCRD:SubscriptionsReceivedMember 2023-03-31 0001496690 us-gaap:RetainedEarningsMember 2023-03-31 0001496690 us-gaap:NoncontrollingInterestMember 2023-03-31 0001496690 2023-03-31 0001496690 us-gaap:PreferredStockMember 2024-10-01 2024-12-31 0001496690 us-gaap:CommonStockMember 2024-10-01 2024-12-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2024-10-01 2024-12-31 0001496690 BCRD:SubscriptionsReceivedMember 2024-10-01 2024-12-31 0001496690 us-gaap:RetainedEarningsMember 2024-10-01 2024-12-31 0001496690 us-gaap:NoncontrollingInterestMember 2024-10-01 2024-12-31 0001496690 us-gaap:PreferredStockMember 2024-04-01 2024-12-31 0001496690 us-gaap:CommonStockMember 2024-04-01 2024-12-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-12-31 0001496690 BCRD:SubscriptionsReceivedMember 2024-04-01 2024-12-31 0001496690 us-gaap:RetainedEarningsMember 2024-04-01 2024-12-31 0001496690 us-gaap:NoncontrollingInterestMember 2024-04-01 2024-12-31 0001496690 us-gaap:PreferredStockMember 2023-10-01 2023-12-31 0001496690 us-gaap:CommonStockMember 2023-10-01 2023-12-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2023-10-01 2023-12-31 0001496690 BCRD:SubscriptionsReceivedMember 2023-10-01 2023-12-31 0001496690 us-gaap:RetainedEarningsMember 2023-10-01 2023-12-31 0001496690 us-gaap:NoncontrollingInterestMember 2023-10-01 2023-12-31 0001496690 us-gaap:PreferredStockMember 2023-04-01 2023-12-31 0001496690 us-gaap:CommonStockMember 2023-04-01 2023-12-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-12-31 0001496690 BCRD:SubscriptionsReceivedMember 2023-04-01 2023-12-31 0001496690 us-gaap:RetainedEarningsMember 2023-04-01 2023-12-31 0001496690 us-gaap:NoncontrollingInterestMember 2023-04-01 2023-12-31 0001496690 us-gaap:PreferredStockMember 2024-12-31 0001496690 us-gaap:CommonStockMember 2024-12-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001496690 BCRD:SubscriptionsReceivedMember 2024-12-31 0001496690 us-gaap:RetainedEarningsMember 2024-12-31 0001496690 us-gaap:NoncontrollingInterestMember 2024-12-31 0001496690 us-gaap:PreferredStockMember 2023-12-31 0001496690 us-gaap:CommonStockMember 2023-12-31 0001496690 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001496690 BCRD:SubscriptionsReceivedMember 2023-12-31 0001496690 us-gaap:RetainedEarningsMember 2023-12-31 0001496690 us-gaap:NoncontrollingInterestMember 2023-12-31 0001496690 2023-12-31 0001496690 BCRD:ShintoMatthewMember BCRD:StockExchangeAndAcquisitionAgreementMember 2024-10-25 2024-10-25 0001496690 BCRD:StockExchangeAndAcquisitionAgreementMember BCRD:MilleniumEBSIncMember 2024-10-25 2024-10-25 0001496690 BCRD:StockExchangeAndAcquisitionAgreementMember BCRD:MilleniumEBSIncMember 2024-10-25 0001496690 2024-01-01 2024-03-31 0001496690 srt:MinimumMember 2024-12-31 0001496690 srt:MaximumMember 2024-12-31 0001496690 BCRD:PrepaidDebtOrGiftCardMember 2024-10-01 2024-12-31 0001496690 BCRD:PrepaidDebtOrGiftCardMember 2024-04-01 2024-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember 2024-10-01 2024-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember 2024-04-01 2024-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember 2023-10-01 2023-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember 2023-04-01 2023-12-31 0001496690 us-gaap:PreferredStockMember 2024-10-01 2024-12-31 0001496690 us-gaap:PreferredStockMember 2023-10-01 2023-12-31 0001496690 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001496690 us-gaap:FurnitureAndFixturesMember 2024-03-31 0001496690 us-gaap:LeaseholdImprovementsMember 2024-12-31 0001496690 us-gaap:LeaseholdImprovementsMember 2024-03-31 0001496690 us-gaap:OfficeEquipmentMember 2024-12-31 0001496690 us-gaap:OfficeEquipmentMember 2024-03-31 0001496690 BCRD:StockExchangeAndAcquisitionAgreementMember BCRD:MilleniumPaymentHubPlatformMember 2024-10-25 0001496690 BCRD:StockExchangeAndAcquisitionAgreementMember BCRD:MilleniumPaymentHubPlatformMember 2024-10-25 2024-10-25 0001496690 BCRD:MilleniumEBSIncMember 2024-12-13 2024-12-13 0001496690 BCRD:MilleniumEBSIncMember 2024-12-13 0001496690 BCRD:MilleniumEBSIncMember 2024-12-14 2024-12-31 0001496690 BCRD:MilleniumEBSIncMember 2024-12-31 0001496690 2024-12-14 2024-12-31 0001496690 BCRD:InternalUseSoftwareDevelopmentCostMember 2024-12-31 0001496690 BCRD:InternalUseSoftwareDevelopmentCostMember 2024-03-31 0001496690 BCRD:MilleniumPaymentHubPlatformMember 2024-12-31 0001496690 BCRD:MilleniumPaymentHubPlatformMember 2024-03-31 0001496690 BCRD:MilleniumPaymentHubPlatformMember 2024-12-12 0001496690 BCRD:MilleniumPaymentHubPlatformMember 2024-12-13 2024-12-31 0001496690 srt:ChiefExecutiveOfficerMember 2024-12-31 0001496690 srt:ChiefExecutiveOfficerMember 2024-03-31 0001496690 srt:ChiefExecutiveOfficerMember BCRD:EmploymentAgreementMember 2020-12-01 2020-12-01 0001496690 2020-12-01 2020-12-01 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember srt:ChiefExecutiveOfficerMember 2024-10-01 2024-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember srt:ChiefExecutiveOfficerMember 2024-04-01 2024-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember srt:ChiefExecutiveOfficerMember 2023-10-01 2023-12-31 0001496690 us-gaap:GeneralAndAdministrativeExpenseMember srt:ChiefExecutiveOfficerMember 2023-04-01 2023-12-31 0001496690 BCRD:MilleniumEBSIncAcquisitionMember 2024-04-01 2024-12-31 0001496690 BCRD:MilleniumEBSIncAcquisitionMember 2024-12-31 0001496690 BCRD:VehicleMember 2024-04-01 2024-12-31 0001496690 BCRD:OfficeLeaseMember 2024-04-01 2024-12-31 0001496690 BCRD:VehicleMember 2024-12-31 0001496690 BCRD:OfficeLeasesMember 2024-12-31 0001496690 BCRD:VehicleMember 2022-07-12 0001496690 BCRD:VehicleMember 2022-07-11 2022-07-12 0001496690 BCRD:FirstMonthPaymentMember BCRD:VehicleMember 2022-07-11 2022-07-12 0001496690 BCRD:VehicleMember 2024-10-01 2024-12-31 0001496690 BCRD:VehicleMember 2023-10-01 2023-12-31 0001496690 BCRD:VehicleMember 2023-04-01 2023-12-31 0001496690 BCRD:OfficeLeaseMember 2023-04-13 2023-04-13 0001496690 BCRD:OfficeLeaseMember BCRD:OneMonthRentMember 2023-04-13 2023-04-13 0001496690 BCRD:OfficeLeaseMember BCRD:TwoMonthRentMember 2023-04-13 0001496690 BCRD:OfficeLeaseMember 2024-10-01 2024-12-31 0001496690 BCRD:OfficeLeaseMember 2023-10-01 2023-12-31 0001496690 BCRD:OfficeLeaseMember 2023-04-01 2023-12-31 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2020-08-27 2020-08-27 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2020-09-07 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2021-01-01 2021-01-01 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2022-10-01 2022-10-01 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2024-10-01 2024-12-31 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2024-04-01 2024-12-31 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2023-10-01 2023-12-31 0001496690 BCRD:OfficeSpaceinExecutiveSuiteMember 2023-04-01 2023-12-31 0001496690 BCRD:OperatingLeaseAgreementMember 2020-10-26 2020-10-26 0001496690 BCRD:OperatingLeaseAgreementMember 2020-10-26 0001496690 BCRD:OperatingLeaseAgreementMember 2020-10-28 0001496690 BCRD:OperatingLeaseAgreementMember 2021-11-25 2021-11-25 0001496690 BCRD:OperatingLeaseAgreementMember 2024-10-01 2024-12-31 0001496690 BCRD:OperatingLeaseAgreementMember 2024-04-01 2024-12-31 0001496690 BCRD:OperatingLeaseAgreementMember 2023-10-01 2023-12-31 0001496690 BCRD:OperatingLeaseAgreementMember 2023-04-01 2023-12-31 0001496690 BCRD:EmploymentAgreementMember srt:OfficerMember 2020-12-01 2020-12-01 0001496690 BCRD:ResellerAgreementMember 2024-02-27 2024-02-27 0001496690 BCRD:ResellerAgreementMember 2024-03-01 2024-03-01 0001496690 2024-03-01 0001496690 BCRD:OfficeLeaseMember 2024-12-31 0001496690 BCRD:SixInvestorsMember us-gaap:CommonStockMember 2023-04-01 2024-03-31 0001496690 BCRD:SixInvestorsMember us-gaap:CommonStockMember 2024-04-08 2024-04-08 0001496690 BCRD:SixInvestorsMember us-gaap:CommonStockMember 2024-10-09 2024-10-09 0001496690 BCRD:StockExchangeAndAcquisitionAgreementMember BCRD:MilleniumEBSIncMember 2024-12-31 0001496690 BCRD:StockExchangeAndAcquisitionAgreementMember BCRD:MilleniumEBSIncMember 2024-04-01 2024-12-31 0001496690 us-gaap:SeriesAPreferredStockMember 2024-04-01 2024-12-31 0001496690 BCRD:TwoThousandTwentyTwoStockIncentivePlanMember 2022-03-11 0001496690 BCRD:TwoThousandTwentyTwoStockIncentivePlanMember 2024-12-31 0001496690 BCRD:TwoThousandTwentyTwoStockIncentivePlanMember 2024-03-31 0001496690 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2025-02-18 2025-02-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the Quarterly Period Ended December 31, 2024

 

OR

 

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

 

For the transition period from ______________ to ______________

 

Commission File No. 000-56060

 

BlueOne Card, Inc.

(Exact name of small business issuer as specified in its charter)

 

nevada   26-0478989

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

4695 MacArthur Court, Suite 1100

Newport Beach, CA 92660

(Address of principal executive offices)

 

(800) 210-9755

(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. Yes ☒ No ☐

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
Non-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, $0.001 par value, of the registrant outstanding at February 18, 2025 was 14,272,558 shares.

 

 

 

 

 

 

TABLE OF CONTENTS

 

  Page No.
PART I. 1
   
Item 1. Financial Statements 1
   
Condensed Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and March 31, 2024 1
   
Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended December 31, 2024 and 2023 (Unaudited) 2
   
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months and Nine Months ended December 31, 2024 and 2023 (Unaudited) 3
   
Condensed Consolidated Statements of Cash Flows for the Nine Months ended December 31, 2024 and 2023 (Unaudited) 4
   
Notes to Condensed Consolidated Financial Statements (Unaudited) 5
   
Item 2. Management’s Discussion and Analysis or Plan of Operation 18
   
Item 3. Quantitative and Qualitative Disclosures About Market Risks. 27
   
Item 4. Controls and Procedures 27
   
PART II. 28
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
   
Item 5. Other Information 28
   
Item 6. Exhibits. 28
   
SIGNATURES 29

 

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  $4,009   $75,063 
Accounts receivable, net   60,900    - 
Prepaid deposits and other current assets   6,759    6,759 
Total Current Assets   71,668    81,822 
           
Property and equipment, net   172,064    268,593 
Internal-use software, net   2,309,031    551,683 

Goodwill

   13,084,607    - 
Right-of-use asset   46,771    79,543 
Deposits   4,391    4,391 
Total Assets  $15,688,532   $986,032 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued liabilities  $291,375   $72,473 
Compensation payable to officer   726,054    571,325 
Related party payables   522,849    20,595 
Lease liability - current maturity   34,949    41,466 
Total Current Liabilities   1,575,227    705,859 
           
Lease liability - net of current maturity   11,308    35,371 
Total Liabilities   1,586,535    741,230 
           
Commitments and Contingencies (See Note 8)   -    - 
           
Stockholders’ Equity          
Preferred stock, $0.001 par value; 25,000,000 shares authorized, Series A Preferred Stock, 1,000,000 shares designated, 292,000 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively   292    292 
Common stock, $0.001 par value; 500,000,000 shares authorized, 14,238,704 shares and 12,072,454 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively   14,238    12,073 
Additional paid in capital   12,707,024    4,044,189 
Stock subscriptions received   18,000    60,000 
Accumulated deficit   (4,567,437)   (3,871,752)
Total BlueOne Card Inc. Stockholders’ Equity   8,172,117    244,802 
           
Noncontrolling interest in subsidiary   5,929,880    - 
           
Total Stockholders’ Equity   14,101,997    244,802 
           
Total Liabilities and Stockholders’ Equity  $15,688,532   $986,032 

 

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)

 

   2024   2023   2024   2023 
   For the Three Months Ended December 31,   For the Nine Months Ended December 31, 
   2024   2023   2024   2023 
                 
Revenues   60,947    1,000   $60,947   $4,000 
                     
Cost of sales   47,364    400    47,364    1,600 
                     
Gross Profit (Loss)   13,583    600    13,583    2,400 
                     
Operating Expenses                    
Legal and filing fees   2,103    31,377    9,497    45,968 
Rent   37,789    37,792    113,146    113,371 
General and administrative   174,807    399,785    579,477    1,058,496 
Total Operating Expenses   214,699    468,954    702,120    1,217,835 
                     
Loss from Operations   (201,116)   (468,354)   (688,537)   (1,215,435)
                     
Other Income (Expense)                    
Interest income   -    2,163    -    11,120 
Interest expense   (4,602)   -    (10,601)   (41)
Total Other Income (Expense)   (4,602)   2,163    (10,601)   11,079 
                     
Loss before Income Taxes   (205,718)   (466,191)   (699,138)   (1,204,356)
                     
Provision for Income Tax   -    -    -    - 
                     
Net Loss  $(205,718)  $(466,191)  $(699,138)  $(1,204,356)
                     
Allocation of net loss of subsidiary attributable to noncontrolling interest   3,453    -    3,453    - 
                     
Net loss attributable to common shareholders  $(202,265)  $(466,191)  $(695,685)  $(1,204,356)
                     
Basic and Diluted Net Loss Per Share  $(0.02)  $(0.04)  $(0.06)  $(0.10)
                     
Weighted Average Number of Shares Outstanding - Basic and Diluted   12,805,227    12,035,905    12,382,127    11,822,147 

 

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

 

   Shares   Amount   Shares   Amount   Capital   Received   Deficit   Interest   Equity 
   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   292,000   $292    12,127,454   $12,127   $4,264,135   $-   $(4,365,172)  $        -   $(88,618)
Sale of common stock   -    -    11,250    11    44,989    18,000    -    -    63,000 
Issuance of stock on acquisition of subsidiary   -    -    2,100,000    2,100    8,397,900    -    -    -    8,400,000 
Initial recording of noncontrolling interest on acquisition   -    -    -    -    -    -    -    5,933,333    5,933,333 
Net loss   -    -    -    -    -    -    (202,265)   (3,453)   (205,718)
Balance - December 31, 2024   292,000   $292    14,238,704   $14,238   $12,707,024   $18,000   $(4,567,437)  $5,929,880   $14,101,997 

 

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   292,000   $292    12,072,454   $12,073   $4,044,189   $    60,000   $(3,871,752)  $-   $244,802 
Sale of common stock   -    -    66,250    65    264,935    (42,000)   -    -    223,000 
Issuance of stock on acquisition of subsidiary   -    -    2,100,000    2,100    8,397,900    -    -    -    8,400,000 
Initial recording of noncontrolling interest on acquisition   -    -    -    -    -    -    -    5,933,333    5,933,333 
Net loss   -    -    -    -    -    -    (695,685)   (3,453)   (699,138)
Balance - December 31, 2024   292,000   $292    14,238,704   $14,238   $12,707,024   $18,000   $(4,567,437)  $5,929,880   $14,101,997 

 

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   292,000   $292    12,033,704   $12,034   $3,889,228   $        -   $(2,996,777)  $-   $904,777 
Sale of common stock   -    -    7,500    8    29,992    -    -    -    30,000 
Net loss   -    -    -    -    -    -    (466,191)   -    (466,191)
Balance - December 31, 2023   292,000   $292    12,041,204   $12,042   $3,919,220   $-   $(3,462,968)  $-   $468,586 

 

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   292,000   $292    10,336,004   $10,336   $2,093,226   $617,700   $(2,258,612)  $              -   $462,942 
Sale of common stock   -    -    1,705,200    1,706    1,825,994    (617,700)   -    -    1,210,000 
Net loss   -    -    -    -    -    -    (1,204,356)   -    (1,204,356)
Balance – December 31, 2023   292,000   $292    12,041,204   $12,042   $3,919,220   $-   $(3,462,968)  $-   $468,586 

 

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)

 

   2024   2023 
   For the Nine Months Ended December 31, 
   2024   2023 
Cash Flows From Operating Activities:          
Net loss  $(699,138)  $(1,204,356)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   96,529    79,142 
Amortization of right-of-use asset   2,193    - 
Amortization of internal-use software   10,860    - 
Bad debt expense   -    52,305 
Changes in operating assets and liabilities:          
Increase in accounts receivable   (60,900)   - 
Decrease in inventory   -    1,600 
Decrease in prepaid deposits and other current assets   -    289 
Increase (decrease) in accounts payable and accrued liabilities   210,774    (15,270)
Increase in compensation payable to officer   154,729    140,663 
Decrease in related party payables   (9,101)   (2,500)
Net Cash Used In Operating Activities   (294,054)   (948,127)
           
Cash Flows From Investing Activities:          
Cash paid for purchase of internal-use software development costs   -    (405,791)
Cash paid for purchase of property and equipment   -    (333,249)
Loan disbursement   -    (52,305)
Net Cash Used In Investing Activities   -    (791,345)
           
Cash Flows From Financing Activities:          
Cash proceeds from sale of common stock   205,000    1,210,000 
Stock subscriptions received   18,000    - 
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 
           
Supplemental Disclosures of Cash Flows          
Cash paid for interest  $10,601   $41 
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  $70,844   $132,957 
Issuance of common stock for acquisition of subsidiary  $8,400,000   $- 
Noncontrolling interest in acquired subsidiary  $5,933,332   $- 

 

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 6,000,000 shares of common stock of MEI (the “Shareholder”). Pursuant to the Agreement, the Company 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 the common stock of the Company (the “BCI Shares”). Subject to a 30-day grace period, the Company will pay to the Shareholder $500,000 within 90 days of closing (the “Cash Consideration”). Closing is 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 the Company’s 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.

 

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.

 

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 not have any cash equivalents as of December 31, 2024 and March 31, 2024, respectively.

 

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 $0 and $102,305 in loans receivable. The Company has assessed the collectability of these loans receivables and provided a 100% allowance for uncollectable as of December 31, 2024 and March 31, 2024, respectively. Accounts receivable totaled $60,900 and $0 as of December 31, 2024 and March 31, 2024, respectively. The Company did not recognize any bad debts for accounts receivable for the three months and nine months ended December 31, 2024.

 

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 $0 and $99,285 to reduce the inventory to its net realizable value.

 

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 three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

 

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 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. No impairment loss was recorded during the three months and nine months ended December 31, 2024 and 2023, respectively.

 

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 $60,947 in revenues from the implementation of internally generated software under Millenium Payment Hub platform for the three months and nine months ended December 31, 2024. No revenue was derived in 2023 since the Company did not acquire Millenium EBS, Inc. until December 9, 2024. Revenues derived from the sale of prepaid debt or gift cards to its customers totaled $0 and $0 for the three months and nine months ended December 31, 2024 compared to revenues of $1,000 and $4,000 for the same comparable periods in 2023.

 

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 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 $0 for the three months and nine months ended December 31, 2024, compared to $61,957 and $79,595 for the three months and nine months ended December 31, 2023, respectively.

 

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 more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

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.

 

Earnings (Loss) Per Common Share

 

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.

 

   2024   2023   2024   2023 
   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  $(202,265)  $(466,191)  $(695,685)  $(1,204,356)
                     
Basic and diluted net loss per share:                    
Basic and diluted net loss per common share  $(0.02)  $(0.04)  $(0.06)  $(0.10)
                     
Basic and diluted weighted average common shares outstanding   12,805,227    12,035,905    12,382,127    11,822,147 

 

Potential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-dilutive, are as follows as of December 31, 2024 and 2023, respectively, (in common equivalent shares):

 

   December 31, 2024   December 31, 2023 
Preferred stock   292,000,000    292,000,000 
Total anti-dilutive weighted average shares   292,000,000    292,000,000 

 

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  $-   $99,285 
Less: reserve to reduce to net realizable value   -    (99,285)
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   5 years   $180,278   $180,278 
Leasehold Improvements   3.2 years    273,490    273,490 
Office equipment   3 years    5,500    5,500 
Property and equipment, gross        459,268    459,268 
Less: Accumulated depreciation and amortization        (287,204)   (190,675)
Total       $172,064   $268,593 

 

Depreciation and amortization expense for the three months and nine months ended December 31, 2024 totaled $30,926 and $96,529, and for three months and nine months ended December 31, 2023 totaled $32,365 and $79,142, respectively.

 

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 3,600,000 shares of EBS (constituting 60% of the issued and outstanding shares of MEI), to the Company in exchange for (i) 2,100,000 shares of the Company valued at $4.00 per share based on the last sale of common shares in the last capital raises totaling $8,400,000 (due on the Closing Date of Agreement), and (ii) $500,000 cash (due within 90 days of the Closing Date of Agreement). The acquisition transaction closed on December 13, 2024. The Company has the purchase option and right of first refusal to purchase the remaining 40% of MEI. The acquisition was treated as a business combination under ASC 805 “Business Combination”. 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.

 

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 10 years. (See Note 6).

 

Acquisition of Millenium EBS, Inc. on December 13, 2024    
Consideration paid for acquisition  $8,900,000 
% of Millennium EBS acquired   60%
Total fair market value of Millennium EBS net assets  $14,833,333 
      
Assets Acquired:    
Deferred Costs  $31,948 
Intangible assets   1,768,208 
Goodwill   13,084,606 
      
Liabilities Assumed:     
Accounts payable  $(51,429)
Noncontrolling interest   (5,933,333)
Purchase price  $8,900,000 
      
Noncontrolling Interest     
Fair market value of Millenium EBS assets   $14,833,333 
Allocation of noncontrolling interest   40%
Initial noncontrolling interest at acquisition   5,933,333 
Loss allocated to noncontrolling interest for the period from December 14, 2024 to December 31, 2024   (3,453)
Noncontrolling interest - December 31, 2024  $5,929,880 

 

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 15 years. The fair value of assets acquired and liabilities assumed is provisional pending a fair value valuation to be finalized within the one year measurement period.

 

NOTE 6 – INTERNAL-USE SOFTWARE

 

As of December 31, 2024, the Company had capitalized costs of $2,309,031 relating to development of internal-use software and acquisition of MEI’s Millenium Payment Hub platform (“MPH”). The internal-use software was developed by a third party and passed the preliminary project stage prior to capitalization. For the three months and nine months ended December 31, 2024, the Company did not incur any internal-use software development costs. Amortization of the internal-use software development costs will begin once the software is placed in service, which management has determined will start once service revenues begin.

 

   December 31, 2024   March 31, 2024 
Internal-use software  $551,683   $551,683 
Millenium Payment Hub platform   1,768,208    - 
Less: Accumulated amortization   (10,860)   - 
Total  $2,309,031   $551,683 

 

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)  $1,768,209 
Additions   - 
Less: Amortization   (10,860)
Carrying value at December 31, 2024  $1,757,349 

 

Amortization expense for the period from December 14, 2024 to December 31, 2024 totaled $10,860.

 

Total estimated future amortization expense for the intangible asset is as follows:

 

Fiscal Year ended December 31,     
2025  $176,821 
2026   176,821 
2027   176,821 
2028   176,821 
2029   176,821 
Thereafter   884,103 
Total  $1,768,208 

 

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 $11,494 and $20,595 as of December 31, 2024 and March 31, 2024, respectively, which is included in related party payables on the condensed consolidated balance sheet. The funds advanced are unsecured, non-interest bearing, and due on demand.

 

On December 1, 2020, the Company entered into an employment agreement with its CEO for a three-year term, for an annual compensation of $150,000 with a 10% annual increase in compensation effective October 1 of each year. The initial term of the employment agreement is automatically renewed for successive one-year periods unless either party gives ninety (90) calendar days written notice of nonrenewal prior to the expiration of the then-current term. The Company has recorded in general and administrative expenses compensation expense of $54,904 and $154,729 for the three months and nine months ended December 31, 2024, and $49,913 and $140,663 for the three months and nine months ended December 31, 2023, respectively. The total compensation payable to the CEO was $726,054 and $571,325, as of December 31, 2024 and March 31, 2024, respectively (Note 8).

 

Pursuant to the terms of MEI acquisition, the Company is obligated to pay to the sole stockholder of MEI a cash consideration of $500,000 upon closing of the transaction (Note 5). In addition, the Company entered into a consulting agreement with the sole stockholder, agreeing to pay monthly consulting fee of $16,000 for ongoing services upon close of MEI acquisition. The Company has recorded a consulting expense of $11,355 payable to the sole stockholder for the period ended December 31, 2024 which is included in related party payables on the condensed consolidated balance sheet. The total amount payable to the sole shareholder amounted to $511,355 as of December 31, 2024. The sole shareholder of MEI was appointed as a member of the Board of Directors of the Company upon consummation of the acquisition of MEI.

 

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  $11,760   $35,011   $46,771 
                
Current lease liabilities  $10,392   $24,557   $34,949 
Non-current lease liabilities   -    11,308    11,308 
Total operating lease liabilities  $10,392   $35,865   $46,257 

 

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 three-year term. The Company paid $10,000 at the execution of the lease which included $1,793 as first month payment, and $8,207 as vehicle registration, capitalized cost reduction and other handling fees. The Company recorded rent expenses of $6,063 and $18,190 for the three months and nine months ended December 31, 2024 and $6,063 and $18,190 for the three months and nine months ended December 31, 2023. The lease expires on July 11, 2025.

 

Supplemental balance sheet information related to the vehicle lease is as follows as of December 31, 2024:

 

Operating Lease     
Right-of-use asset, net  $11,760 
      
Current lease liabilities  $10,392 
Non-current lease liabilities   - 
Total operating lease liabilities  $10,392 
      
Weighted average remaining lease term (years)   0.42 
      
Weighted average discount rate per annum   12%

 

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)  $5,379 
March 31, 2026   5,380 
Total lease payments   10,759 
Less: imputed interest   (367)
Present value of lease liabilities  $10,392 

 

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 $2,196 and monthly common area maintenance charges of $1,531. The lease commenced on April 13, 2023 and extends for a term of three years and two months. The Company has an option to extend the lease for a period of 36 months after completion of the initial lease term. The Company has not included the extension period in calculating the present value of the lease. The rent is payable on the first day of each month, commencing either (1) opening of the business after tenant improvements, or (2) sixty days after the lease execution date. The Company made a payment of $8,119 of one-month rent and a security deposit of two months base rent of $4,391.

 

The Company recorded rent expense including common area maintenance of $11,359 and $34,077 for the three months and nine months ended December 31, 2024 and $11,359 and $34,077 for the three months and nine months ended December 31, 2023, respectively.

 

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  $35,011 
      
Current lease liabilities  $24,557 
Non-current lease liabilities   11,308 
Total operating lease liabilities  $35,865 
      
Weighted average remaining lease term (years)   1.33 
      
Weighted average discount rate per annum   12%

 

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)  $6,786 
March 31, 2026   27,755 
March 31, 2027   4,660 
Total lease payments   39,201 
Less: imputed interest   (3,336)
Present value of lease liabilities  $35,865 

 

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 $259 per month. The Company paid a security deposit of $259 on September 7, 2020. The monthly rent increased to $279 effective January 1, 2021 and then to $289 effective October 1, 2022. The Company has recorded rent expenses of $867 and $2,601 for the three months and nine months ended December 31, 2024 and $867 and $2,601 for the three months and nine months ended December 31, 2023, respectively.

 

On October 26, 2020, the Company executed a non-cancellable operating lease agreement for its principal office for a monthly rent of $5,500, with the lease commencing on November 1, 2020 for a period of 12 months. The Company paid a security deposit of $5,500 on October 28, 2020. On November 25, 2021, the Company executed a month-to-month lease for this office facility at a monthly rental of $6,500. The Company has recorded rent expenses of $19,500 and $58,500 for the three months and nine months ended December 31, 2024 and $19,500 and $58,500 for the three months and nine months ended December 31, 2023, respectively.

 

The Company has recorded total rent expense for all above leases of $37,789 and $113,146 for the three months and nine months ended December 31, 2024 and $37,792 and $113,371 for the three months and nine months ended December 31, 2023, respectively.

 

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 $150,000 and that amount is subject to an automatic 10% annual increase on the anniversary date (See Note 7).

 

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 $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. On March 1, 2024, we made a non-refundable payment of $42,500 recorded as Research and Development expense for the one-time fee for program implementation to the Program Manager towards implementation and customization fees for our program. The Company has a commitment to pay an annual due diligence fee of $5,000 per card program to the Program Manager once the program takes into effect. In addition, the Company is obligated to pay a minimum monthly program management fee to the Program Manager as follows:

 

      
Months 0-3  $- 
Months 4 – 12   5,000 
Year 2   10,000 
Year 3 and thereafter   15,000 

 

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 500,000,000 authorized common shares with a par value of $0.001 per share, and 25,000,000 authorized preferred shares with a par value of $0.001 per share.

 

Common Stock

 

The Company had received from six investors cash proceeds of $60,000 in stock subscriptions as of March 31, 2024 which were recorded as stock subscriptions received credit in equity. On April 8, 2024, the Company issued 15,000 shares of common stock to these six investors to settle the $60,000 in stock subscriptions received. On October 9, 2024, the Company received $18,000 from an investor as a deposit towards stock subscriptions. The Company reported the deposit received as subscriptions received in advance as of December 31, 2024.

 

During the nine months ended December 31, 2024, the Company received a cash consideration of $205,000 from sale of 51,250 shares of its common stock. In addition, the Company issued 2,100,000 shares of common stock to the sole owner of MEI in exchange of 3,600,000 shares of MEI (constituting 60% of the issued and outstanding shares of MEI). The common stock was valued at $4.00 per share based on the last sale of common shares in the last capital raises.

 

As a result of all common stock issuances, the total issued and outstanding shares of common stock were 14,238,704 shares and 12,072,454 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 1,000,000 shares of Series A Preferred Stock designated and 292,000 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

 

Each share of Series A Preferred Stock is convertible, at the option of the holder, into 1,000 shares of Common Stock.

 

Voting Rights

 

The holders of shares of Series A Convertible Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Company’s Common Stock. The holders of the Series A Convertible Preferred Stock shall be entitled to 1,000 (one thousand) votes per share of Common Stock.

 

As a result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were 292,000 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 5,000,000 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, 4,750,000 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 33,854 shares of common stock to a few investors and received cash consideration of $152,343.

 

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.

 

19

 

 

  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:

 

20

 

 

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.

 

21

 

 

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.

 

22

 

 

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.

 

23

 

 

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 

 

24

 

 

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.

 

25

 

 

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.

 

26

 

 

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.

 

27

 

 

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 adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

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

 

28

 

 

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)

 

29

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, James Koh, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of BlueOne Card, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of material facts or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. Management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such an evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 19, 2025

 

  /s/ James Koh
  James Koh
  Chief Executive Officer (Principal Executive Officer)

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, James Koh, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of BlueOne Card, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of material facts or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

4. Management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 19, 2025

 

  /s/ James Koh
  James Koh
  Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of BlueOne Card, Inc. (the “Registrant”) on Form 10-Q for the three months ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof, I, James Koh, Chief Executive Officer and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2. The information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of BlueOne Card, Inc.

 

Dated: February 19, 2025 /s/ James Koh
  James Koh
 

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial and Accounting Officer)

  BlueOne Card, Inc.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to BlueOne Card, Inc. and will be retained by BlueOne Card, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.25.0.1
Cover - $ / shares
9 Months Ended
Dec. 31, 2024
Feb. 18, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --03-31  
Entity File Number 000-56060  
Entity Registrant Name BlueOne Card, Inc.  
Entity Central Index Key 0001496690  
Entity Tax Identification Number 26-0478989  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 4695 MacArthur Court  
Entity Address, Address Line Two Suite 1100  
Entity Address, City or Town Newport Beach  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92660  
City Area Code (800)  
Local Phone Number 210-9755  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   14,272,558
Entity Listing, Par Value Per Share $ 0.001  
v3.25.0.1
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2024
Mar. 31, 2024
Current Assets    
Cash $ 4,009 $ 75,063
Accounts receivable, net 60,900
Prepaid deposits and other current assets 6,759 6,759
Total Current Assets 71,668 81,822
Property and equipment, net 172,064 268,593
Internal-use software, net 2,309,031 551,683
Goodwill 13,084,607
Right-of-use asset 46,771 79,543
Deposits 4,391 4,391
Total Assets 15,688,532 986,032
Current Liabilities    
Accounts payable and accrued liabilities 291,375 72,473
Compensation payable to officer 726,054 571,325
Related party payables 522,849 20,595
Lease liability - current maturity 34,949 41,466
Total Current Liabilities 1,575,227 705,859
Lease liability - net of current maturity 11,308 35,371
Total Liabilities 1,586,535 741,230
Commitments and Contingencies (See Note 8)
Stockholders’ Equity    
Preferred stock, $0.001 par value; 25,000,000 shares authorized, Series A Preferred Stock, 1,000,000 shares designated, 292,000 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively 292 292
Common stock, $0.001 par value; 500,000,000 shares authorized, 14,238,704 shares and 12,072,454 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively 14,238 12,073
Additional paid in capital 12,707,024 4,044,189
Stock subscriptions received 18,000 60,000
Accumulated deficit (4,567,437) (3,871,752)
Total BlueOne Card Inc. Stockholders’ Equity 8,172,117 244,802
Noncontrolling interest in subsidiary 5,929,880
Total Stockholders’ Equity 14,101,997 244,802
Total Liabilities and Stockholders’ Equity $ 15,688,532 $ 986,032
v3.25.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2024
Mar. 31, 2024
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares designated 25,000,000 25,000,000
Preferred stock, shares issued 292,000 292,000
Preferred stock, shares outstanding 292,000 292,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 14,238,704 12,072,454
Common stock, shares outstanding 14,238,704 12,072,454
Series A Preferred Stock [Member]    
Preferred stock, shares designated 1,000,000 1,000,000
Preferred stock, shares issued 292,000 292,000
Preferred stock, shares outstanding 292,000 292,000
v3.25.0.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]        
Revenues $ 60,947 $ 1,000 $ 60,947 $ 4,000
Cost of sales 47,364 400 47,364 1,600
Gross Profit (Loss) 13,583 600 13,583 2,400
Operating Expenses        
Legal and filing fees 2,103 31,377 9,497 45,968
Rent 37,789 37,792 113,146 113,371
General and administrative 174,807 399,785 579,477 1,058,496
Total Operating Expenses 214,699 468,954 702,120 1,217,835
Loss from Operations (201,116) (468,354) (688,537) (1,215,435)
Other Income (Expense)        
Interest income 2,163 11,120
Interest expense (4,602) (10,601) (41)
Total Other Income (Expense) (4,602) 2,163 (10,601) 11,079
Loss before Income Taxes (205,718) (466,191) (699,138) (1,204,356)
Provision for Income Tax
Net Loss (205,718) (466,191) (699,138) (1,204,356)
Allocation of net loss of subsidiary attributable to noncontrolling interest 3,453 3,453
Net loss attributable to common shareholders $ (202,265) $ (466,191) $ (695,685) $ (1,204,356)
Basic Net Loss Per Share $ (0.02) $ (0.04) $ (0.06) $ (0.10)
Diluted Net Loss Per Share $ (0.02) $ (0.04) $ (0.06) $ (0.10)
Weighted Average Number of Shares Outstanding - Basic 12,805,227 12,035,905 12,382,127 11,822,147
Weighted Average Number of Shares Outstanding - Diluted 12,805,227 12,035,905 12,382,127 11,822,147
v3.25.0.1
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Subscriptions Received [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Total
Balance at Mar. 31, 2023 $ 292 $ 10,336 $ 2,093,226 $ 617,700 $ (2,258,612) $ 462,942
Balance, shares at Mar. 31, 2023 292,000 10,336,004          
Sale of common stock $ 1,706 1,825,994 (617,700) 1,210,000
Sale of common stock, shares   1,705,200          
Net loss (1,204,356) (1,204,356)
Balance at Dec. 31, 2023 $ 292 $ 12,042 3,919,220 (3,462,968) 468,586
Balance, shares at Dec. 31, 2023 292,000 12,041,204          
Balance at Sep. 30, 2023 $ 292 $ 12,034 3,889,228 (2,996,777) 904,777
Balance, shares at Sep. 30, 2023 292,000 12,033,704          
Sale of common stock $ 8 29,992 30,000
Sale of common stock, shares   7,500          
Net loss (466,191) (466,191)
Balance at Dec. 31, 2023 $ 292 $ 12,042 3,919,220 (3,462,968) 468,586
Balance, shares at Dec. 31, 2023 292,000 12,041,204          
Balance at Mar. 31, 2024 $ 292 $ 12,073 4,044,189 60,000 (3,871,752) 244,802
Balance, shares at Mar. 31, 2024 292,000 12,072,454          
Sale of common stock $ 65 264,935 (42,000) 223,000
Sale of common stock, shares   66,250          
Issuance of stock on acquisition of subsidiary $ 2,100 8,397,900 8,400,000
Issuance of stock on acquisition of subsidiary, shares   2,100,000          
Initial recording of noncontrolling interest on acquisition 5,933,333 5,933,333
Net loss (695,685) (3,453) (699,138)
Balance at Dec. 31, 2024 $ 292 $ 14,238 12,707,024 18,000 (4,567,437) 5,929,880 14,101,997
Balance, shares at Dec. 31, 2024 292,000 14,238,704          
Balance at Sep. 30, 2024 $ 292 $ 12,127 4,264,135 (4,365,172) (88,618)
Balance, shares at Sep. 30, 2024 292,000 12,127,454          
Sale of common stock $ 11 44,989 18,000 63,000
Sale of common stock, shares   11,250          
Issuance of stock on acquisition of subsidiary $ 2,100 8,397,900 8,400,000
Issuance of stock on acquisition of subsidiary, shares   2,100,000          
Initial recording of noncontrolling interest on acquisition 5,933,333 5,933,333
Net loss (202,265) (3,453) (205,718)
Balance at Dec. 31, 2024 $ 292 $ 14,238 $ 12,707,024 $ 18,000 $ (4,567,437) $ 5,929,880 $ 14,101,997
Balance, shares at Dec. 31, 2024 292,000 14,238,704          
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows From Operating Activities:    
Net loss $ (699,138) $ (1,204,356)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 96,529 79,142
Amortization of right-of-use asset 2,193
Amortization of internal-use software 10,860
Bad debt expense 52,305
Changes in operating assets and liabilities:    
Increase in accounts receivable (60,900)
Decrease in inventory 1,600
Decrease in prepaid deposits and other current assets 289
Increase (decrease) in accounts payable and accrued liabilities 210,774 (15,270)
Increase in compensation payable to officer 154,729 140,663
Decrease in related party payables (9,101) (2,500)
Net Cash Used In Operating Activities (294,054) (948,127)
Cash Flows From Investing Activities:    
Cash paid for purchase of internal-use software development costs (405,791)
Cash paid for purchase of property and equipment (333,249)
Loan disbursement (52,305)
Net Cash Used In Investing Activities (791,345)
Cash Flows From Financing Activities:    
Cash proceeds from sale of common stock 205,000 1,210,000
Stock subscriptions received 18,000
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
Supplemental Disclosures of Cash Flows    
Cash paid for interest 10,601 41
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 70,844 132,957
Issuance of common stock for acquisition of subsidiary 8,400,000
Noncontrolling interest in acquired subsidiary $ 5,933,332
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ (202,265) $ (466,191) $ (695,685) $ (1,204,356)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION
9 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION

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 6,000,000 shares of common stock of MEI (the “Shareholder”). Pursuant to the Agreement, the Company 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 the common stock of the Company (the “BCI Shares”). Subject to a 30-day grace period, the Company will pay to the Shareholder $500,000 within 90 days of closing (the “Cash Consideration”). Closing is 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 the Company’s 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.

 

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.

 

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.

 

 

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.

 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 not have any cash equivalents as of December 31, 2024 and March 31, 2024, respectively.

 

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 $0 and $102,305 in loans receivable. The Company has assessed the collectability of these loans receivables and provided a 100% allowance for uncollectable as of December 31, 2024 and March 31, 2024, respectively. Accounts receivable totaled $60,900 and $0 as of December 31, 2024 and March 31, 2024, respectively. The Company did not recognize any bad debts for accounts receivable for the three months and nine months ended December 31, 2024.

 

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 $0 and $99,285 to reduce the inventory to its net realizable value.

 

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 three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

 

 

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 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. No impairment loss was recorded during the three months and nine months ended December 31, 2024 and 2023, respectively.

 

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.

 

 

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.

 

 

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 $60,947 in revenues from the implementation of internally generated software under Millenium Payment Hub platform for the three months and nine months ended December 31, 2024. No revenue was derived in 2023 since the Company did not acquire Millenium EBS, Inc. until December 9, 2024. Revenues derived from the sale of prepaid debt or gift cards to its customers totaled $0 and $0 for the three months and nine months ended December 31, 2024 compared to revenues of $1,000 and $4,000 for the same comparable periods in 2023.

 

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 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 $0 for the three months and nine months ended December 31, 2024, compared to $61,957 and $79,595 for the three months and nine months ended December 31, 2023, respectively.

 

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.

 

 

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 more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

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.

 

Earnings (Loss) Per Common Share

 

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.

 

   2024   2023   2024   2023 
   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  $(202,265)  $(466,191)  $(695,685)  $(1,204,356)
                     
Basic and diluted net loss per share:                    
Basic and diluted net loss per common share  $(0.02)  $(0.04)  $(0.06)  $(0.10)
                     
Basic and diluted weighted average common shares outstanding   12,805,227    12,035,905    12,382,127    11,822,147 

 

Potential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-dilutive, are as follows as of December 31, 2024 and 2023, respectively, (in common equivalent shares):

 

   December 31, 2024   December 31, 2023 
Preferred stock   292,000,000    292,000,000 
Total anti-dilutive weighted average shares   292,000,000    292,000,000 

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

v3.25.0.1
INVENTORY
9 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORY

NOTE 3 – INVENTORY

 

Inventory of prepaid debit cards and gift cards consisted of the following:

 

   December 31, 2024   March 31, 2024 
Prepaid cards inventory  $-   $99,285 
Less: reserve to reduce to net realizable value   -    (99,285)
Total  $-   $- 

 

v3.25.0.1
PROPERTY AND EQUIPMENT
9 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

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   5 years   $180,278   $180,278 
Leasehold Improvements   3.2 years    273,490    273,490 
Office equipment   3 years    5,500    5,500 
Property and equipment, gross        459,268    459,268 
Less: Accumulated depreciation and amortization        (287,204)   (190,675)
Total       $172,064   $268,593 

 

Depreciation and amortization expense for the three months and nine months ended December 31, 2024 totaled $30,926 and $96,529, and for three months and nine months ended December 31, 2023 totaled $32,365 and $79,142, respectively.

 

v3.25.0.1
ACQUISITION OF MILLENIUM EBS, INC.
9 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITION OF MILLENIUM EBS, INC.

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 3,600,000 shares of EBS (constituting 60% of the issued and outstanding shares of MEI), to the Company in exchange for (i) 2,100,000 shares of the Company valued at $4.00 per share based on the last sale of common shares in the last capital raises totaling $8,400,000 (due on the Closing Date of Agreement), and (ii) $500,000 cash (due within 90 days of the Closing Date of Agreement). The acquisition transaction closed on December 13, 2024. The Company has the purchase option and right of first refusal to purchase the remaining 40% of MEI. The acquisition was treated as a business combination under ASC 805 “Business Combination”. 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.

 

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 10 years. (See Note 6).

 

Acquisition of Millenium EBS, Inc. on December 13, 2024    
Consideration paid for acquisition  $8,900,000 
% of Millennium EBS acquired   60%
Total fair market value of Millennium EBS net assets  $14,833,333 
      
Assets Acquired:    
Deferred Costs  $31,948 
Intangible assets   1,768,208 
Goodwill   13,084,606 
      
Liabilities Assumed:     
Accounts payable  $(51,429)
Noncontrolling interest   (5,933,333)
Purchase price  $8,900,000 
      
Noncontrolling Interest     
Fair market value of Millenium EBS assets   $14,833,333 
Allocation of noncontrolling interest   40%
Initial noncontrolling interest at acquisition   5,933,333 
Loss allocated to noncontrolling interest for the period from December 14, 2024 to December 31, 2024   (3,453)
Noncontrolling interest - December 31, 2024  $5,929,880 

 

 

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 15 years. The fair value of assets acquired and liabilities assumed is provisional pending a fair value valuation to be finalized within the one year measurement period.

 

v3.25.0.1
INTERNAL-USE SOFTWARE
9 Months Ended
Dec. 31, 2024
Research and Development [Abstract]  
INTERNAL-USE SOFTWARE

NOTE 6 – INTERNAL-USE SOFTWARE

 

As of December 31, 2024, the Company had capitalized costs of $2,309,031 relating to development of internal-use software and acquisition of MEI’s Millenium Payment Hub platform (“MPH”). The internal-use software was developed by a third party and passed the preliminary project stage prior to capitalization. For the three months and nine months ended December 31, 2024, the Company did not incur any internal-use software development costs. Amortization of the internal-use software development costs will begin once the software is placed in service, which management has determined will start once service revenues begin.

 

   December 31, 2024   March 31, 2024 
Internal-use software  $551,683   $551,683 
Millenium Payment Hub platform   1,768,208    - 
Less: Accumulated amortization   (10,860)   - 
Total  $2,309,031   $551,683 

 

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)  $1,768,209 
Additions   - 
Less: Amortization   (10,860)
Carrying value at December 31, 2024  $1,757,349 

 

Amortization expense for the period from December 14, 2024 to December 31, 2024 totaled $10,860.

 

Total estimated future amortization expense for the intangible asset is as follows:

 

Fiscal Year ended December 31,     
2025  $176,821 
2026   176,821 
2027   176,821 
2028   176,821 
2029   176,821 
Thereafter   884,103 
Total  $1,768,208 

 

v3.25.0.1
RELATED PARTY TRANSACTIONS
9 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

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 $11,494 and $20,595 as of December 31, 2024 and March 31, 2024, respectively, which is included in related party payables on the condensed consolidated balance sheet. The funds advanced are unsecured, non-interest bearing, and due on demand.

 

On December 1, 2020, the Company entered into an employment agreement with its CEO for a three-year term, for an annual compensation of $150,000 with a 10% annual increase in compensation effective October 1 of each year. The initial term of the employment agreement is automatically renewed for successive one-year periods unless either party gives ninety (90) calendar days written notice of nonrenewal prior to the expiration of the then-current term. The Company has recorded in general and administrative expenses compensation expense of $54,904 and $154,729 for the three months and nine months ended December 31, 2024, and $49,913 and $140,663 for the three months and nine months ended December 31, 2023, respectively. The total compensation payable to the CEO was $726,054 and $571,325, as of December 31, 2024 and March 31, 2024, respectively (Note 8).

 

Pursuant to the terms of MEI acquisition, the Company is obligated to pay to the sole stockholder of MEI a cash consideration of $500,000 upon closing of the transaction (Note 5). In addition, the Company entered into a consulting agreement with the sole stockholder, agreeing to pay monthly consulting fee of $16,000 for ongoing services upon close of MEI acquisition. The Company has recorded a consulting expense of $11,355 payable to the sole stockholder for the period ended December 31, 2024 which is included in related party payables on the condensed consolidated balance sheet. The total amount payable to the sole shareholder amounted to $511,355 as of December 31, 2024. The sole shareholder of MEI was appointed as a member of the Board of Directors of the Company upon consummation of the acquisition of MEI.

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

v3.25.0.1
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

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  $11,760   $35,011   $46,771 
                
Current lease liabilities  $10,392   $24,557   $34,949 
Non-current lease liabilities   -    11,308    11,308 
Total operating lease liabilities  $10,392   $35,865   $46,257 

 

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 three-year term. The Company paid $10,000 at the execution of the lease which included $1,793 as first month payment, and $8,207 as vehicle registration, capitalized cost reduction and other handling fees. The Company recorded rent expenses of $6,063 and $18,190 for the three months and nine months ended December 31, 2024 and $6,063 and $18,190 for the three months and nine months ended December 31, 2023. The lease expires on July 11, 2025.

 

Supplemental balance sheet information related to the vehicle lease is as follows as of December 31, 2024:

 

Operating Lease     
Right-of-use asset, net  $11,760 
      
Current lease liabilities  $10,392 
Non-current lease liabilities   - 
Total operating lease liabilities  $10,392 
      
Weighted average remaining lease term (years)   0.42 
      
Weighted average discount rate per annum   12%

 

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)  $5,379 
March 31, 2026   5,380 
Total lease payments   10,759 
Less: imputed interest   (367)
Present value of lease liabilities  $10,392 

 

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 $2,196 and monthly common area maintenance charges of $1,531. The lease commenced on April 13, 2023 and extends for a term of three years and two months. The Company has an option to extend the lease for a period of 36 months after completion of the initial lease term. The Company has not included the extension period in calculating the present value of the lease. The rent is payable on the first day of each month, commencing either (1) opening of the business after tenant improvements, or (2) sixty days after the lease execution date. The Company made a payment of $8,119 of one-month rent and a security deposit of two months base rent of $4,391.

 

The Company recorded rent expense including common area maintenance of $11,359 and $34,077 for the three months and nine months ended December 31, 2024 and $11,359 and $34,077 for the three months and nine months ended December 31, 2023, respectively.

 

 

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  $35,011 
      
Current lease liabilities  $24,557 
Non-current lease liabilities   11,308 
Total operating lease liabilities  $35,865 
      
Weighted average remaining lease term (years)   1.33 
      
Weighted average discount rate per annum   12%

 

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)  $6,786 
March 31, 2026   27,755 
March 31, 2027   4,660 
Total lease payments   39,201 
Less: imputed interest   (3,336)
Present value of lease liabilities  $35,865 

 

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 $259 per month. The Company paid a security deposit of $259 on September 7, 2020. The monthly rent increased to $279 effective January 1, 2021 and then to $289 effective October 1, 2022. The Company has recorded rent expenses of $867 and $2,601 for the three months and nine months ended December 31, 2024 and $867 and $2,601 for the three months and nine months ended December 31, 2023, respectively.

 

On October 26, 2020, the Company executed a non-cancellable operating lease agreement for its principal office for a monthly rent of $5,500, with the lease commencing on November 1, 2020 for a period of 12 months. The Company paid a security deposit of $5,500 on October 28, 2020. On November 25, 2021, the Company executed a month-to-month lease for this office facility at a monthly rental of $6,500. The Company has recorded rent expenses of $19,500 and $58,500 for the three months and nine months ended December 31, 2024 and $19,500 and $58,500 for the three months and nine months ended December 31, 2023, respectively.

 

The Company has recorded total rent expense for all above leases of $37,789 and $113,146 for the three months and nine months ended December 31, 2024 and $37,792 and $113,371 for the three months and nine months ended December 31, 2023, respectively.

 

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 $150,000 and that amount is subject to an automatic 10% annual increase on the anniversary date (See Note 7).

 

 

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 $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. On March 1, 2024, we made a non-refundable payment of $42,500 recorded as Research and Development expense for the one-time fee for program implementation to the Program Manager towards implementation and customization fees for our program. The Company has a commitment to pay an annual due diligence fee of $5,000 per card program to the Program Manager once the program takes into effect. In addition, the Company is obligated to pay a minimum monthly program management fee to the Program Manager as follows:

 

      
Months 0-3  $- 
Months 4 – 12   5,000 
Year 2   10,000 
Year 3 and thereafter   15,000 

 

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.

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

v3.25.0.1
STOCKHOLDERS’ EQUITY
9 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

 

The Company’s capitalization at December 31, 2024 and March 31, 2024 was 500,000,000 authorized common shares with a par value of $0.001 per share, and 25,000,000 authorized preferred shares with a par value of $0.001 per share.

 

Common Stock

 

The Company had received from six investors cash proceeds of $60,000 in stock subscriptions as of March 31, 2024 which were recorded as stock subscriptions received credit in equity. On April 8, 2024, the Company issued 15,000 shares of common stock to these six investors to settle the $60,000 in stock subscriptions received. On October 9, 2024, the Company received $18,000 from an investor as a deposit towards stock subscriptions. The Company reported the deposit received as subscriptions received in advance as of December 31, 2024.

 

During the nine months ended December 31, 2024, the Company received a cash consideration of $205,000 from sale of 51,250 shares of its common stock. In addition, the Company issued 2,100,000 shares of common stock to the sole owner of MEI in exchange of 3,600,000 shares of MEI (constituting 60% of the issued and outstanding shares of MEI). The common stock was valued at $4.00 per share based on the last sale of common shares in the last capital raises.

 

As a result of all common stock issuances, the total issued and outstanding shares of common stock were 14,238,704 shares and 12,072,454 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 1,000,000 shares of Series A Preferred Stock designated and 292,000 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.

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

Conversion Rights

 

Each share of Series A Preferred Stock is convertible, at the option of the holder, into 1,000 shares of Common Stock.

 

Voting Rights

 

The holders of shares of Series A Convertible Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Company’s Common Stock. The holders of the Series A Convertible Preferred Stock shall be entitled to 1,000 (one thousand) votes per share of Common Stock.

 

As a result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were 292,000 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 5,000,000 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, 4,750,000 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.

 

v3.25.0.1
SUBSEQUENT EVENT
9 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENT

NOTE 10 – SUBSEQUENT EVENT

 

As of February 18, 2025, the Company sold 33,854 shares of common stock to a few investors and received cash consideration of $152,343.

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Use of Estimates

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

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 not have any cash equivalents as of December 31, 2024 and March 31, 2024, respectively.

 

Concentrations

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

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 $0 and $102,305 in loans receivable. The Company has assessed the collectability of these loans receivables and provided a 100% allowance for uncollectable as of December 31, 2024 and March 31, 2024, respectively. Accounts receivable totaled $60,900 and $0 as of December 31, 2024 and March 31, 2024, respectively. The Company did not recognize any bad debts for accounts receivable for the three months and nine months ended December 31, 2024.

 

Inventory

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 $0 and $99,285 to reduce the inventory to its net realizable value.

 

Property and Equipment

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 three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

Internal-Use Software

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 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

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. No impairment loss was recorded during the three months and nine months ended December 31, 2024 and 2023, respectively.

 

Business Combination

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

 

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

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.

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

Fair value of Financial Instruments and Fair Value Measurements

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

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.

 

 

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

Revenue Disaggregation

 

The Company recorded $60,947 in revenues from the implementation of internally generated software under Millenium Payment Hub platform for the three months and nine months ended December 31, 2024. No revenue was derived in 2023 since the Company did not acquire Millenium EBS, Inc. until December 9, 2024. Revenues derived from the sale of prepaid debt or gift cards to its customers totaled $0 and $0 for the three months and nine months ended December 31, 2024 compared to revenues of $1,000 and $4,000 for the same comparable periods in 2023.

 

Stock-based Compensation

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 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

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 $0 for the three months and nine months ended December 31, 2024, compared to $61,957 and $79,595 for the three months and nine months ended December 31, 2023, respectively.

 

Income Taxes

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.

 

 

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 more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Noncontrolling interests

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.

 

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

 

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.

 

   2024   2023   2024   2023 
   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  $(202,265)  $(466,191)  $(695,685)  $(1,204,356)
                     
Basic and diluted net loss per share:                    
Basic and diluted net loss per common share  $(0.02)  $(0.04)  $(0.06)  $(0.10)
                     
Basic and diluted weighted average common shares outstanding   12,805,227    12,035,905    12,382,127    11,822,147 

 

Potential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-dilutive, are as follows as of December 31, 2024 and 2023, respectively, (in common equivalent shares):

 

   December 31, 2024   December 31, 2023 
Preferred stock   292,000,000    292,000,000 
Total anti-dilutive weighted average shares   292,000,000    292,000,000 

 

 

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SCHEDULE OF EARNING PER SHARE

 

   2024   2023   2024   2023 
   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  $(202,265)  $(466,191)  $(695,685)  $(1,204,356)
                     
Basic and diluted net loss per share:                    
Basic and diluted net loss per common share  $(0.02)  $(0.04)  $(0.06)  $(0.10)
                     
Basic and diluted weighted average common shares outstanding   12,805,227    12,035,905    12,382,127    11,822,147 
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNING PER SHARE

Potential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-dilutive, are as follows as of December 31, 2024 and 2023, respectively, (in common equivalent shares):

 

   December 31, 2024   December 31, 2023 
Preferred stock   292,000,000    292,000,000 
Total anti-dilutive weighted average shares   292,000,000    292,000,000 
v3.25.0.1
INVENTORY (Tables)
9 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY OF PREPAID DEBIT CARDS AND GIFT CARDS

Inventory of prepaid debit cards and gift cards consisted of the following:

 

   December 31, 2024   March 31, 2024 
Prepaid cards inventory  $-   $99,285 
Less: reserve to reduce to net realizable value   -    (99,285)
Total  $-   $- 
v3.25.0.1
PROPERTY AND EQUIPMENT (Tables)
9 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, consisted of the following:

 

   Estimated Life   December 31, 2024   March 31, 2024 
Furniture and fixtures   5 years   $180,278   $180,278 
Leasehold Improvements   3.2 years    273,490    273,490 
Office equipment   3 years    5,500    5,500 
Property and equipment, gross        459,268    459,268 
Less: Accumulated depreciation and amortization        (287,204)   (190,675)
Total       $172,064   $268,593 
v3.25.0.1
ACQUISITION OF MILLENIUM EBS, INC. (Tables)
9 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
SCHEDULE OF BUSINESS ACQUISITIONS

 

Acquisition of Millenium EBS, Inc. on December 13, 2024    
Consideration paid for acquisition  $8,900,000 
% of Millennium EBS acquired   60%
Total fair market value of Millennium EBS net assets  $14,833,333 
      
Assets Acquired:    
Deferred Costs  $31,948 
Intangible assets   1,768,208 
Goodwill   13,084,606 
      
Liabilities Assumed:     
Accounts payable  $(51,429)
Noncontrolling interest   (5,933,333)
Purchase price  $8,900,000 
      
Noncontrolling Interest     
Fair market value of Millenium EBS assets   $14,833,333 
Allocation of noncontrolling interest   40%
Initial noncontrolling interest at acquisition   5,933,333 
Loss allocated to noncontrolling interest for the period from December 14, 2024 to December 31, 2024   (3,453)
Noncontrolling interest - December 31, 2024  $5,929,880 
v3.25.0.1
INTERNAL-USE SOFTWARE (Tables)
9 Months Ended
Dec. 31, 2024
Research and Development [Abstract]  
SCHEDULE OF SOFTWARE DEVELOPMENT COSTS

 

   December 31, 2024   March 31, 2024 
Internal-use software  $551,683   $551,683 
Millenium Payment Hub platform   1,768,208    - 
Less: Accumulated amortization   (10,860)   - 
Total  $2,309,031   $551,683 
SCHEDULE OF CARRYING VALUE OF SOFTWARE AND RELATED ACCUMULATED AMORTIZATION

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)  $1,768,209 
Additions   - 
Less: Amortization   (10,860)
Carrying value at December 31, 2024  $1,757,349 
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE FOR INTANGIBLE ASSET

Total estimated future amortization expense for the intangible asset is as follows:

 

Fiscal Year ended December 31,     
2025  $176,821 
2026   176,821 
2027   176,821 
2028   176,821 
2029   176,821 
Thereafter   884,103 
Total  $1,768,208 
v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Tables)
9 Months Ended
Dec. 31, 2024
Lessee, Lease, Description [Line Items]  
SCHEDULE OF NON-CANCELLABLE OPERATING LEASES

Summary of Non-Cancellable Operating Leases:

 

   Vehicle   Office Lease   Total 
Right-of-use asset, net  $11,760   $35,011   $46,771 
                
Current lease liabilities  $10,392   $24,557   $34,949 
Non-current lease liabilities   -    11,308    11,308 
Total operating lease liabilities  $10,392   $35,865   $46,257 
SCHEDULE OF MINIMUM MONTHLY PROGRAM MANAGEMENT

 

      
Months 0-3  $- 
Months 4 – 12   5,000 
Year 2   10,000 
Year 3 and thereafter   15,000 
Vehicle [Member]  
Lessee, Lease, Description [Line Items]  
SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE

Supplemental balance sheet information related to the vehicle lease is as follows as of December 31, 2024:

 

Operating Lease     
Right-of-use asset, net  $11,760 
      
Current lease liabilities  $10,392 
Non-current lease liabilities   - 
Total operating lease liabilities  $10,392 
      
Weighted average remaining lease term (years)   0.42 
      
Weighted average discount rate per annum   12%
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

Anticipated future costs are as follows:

 

For the years ending  Vehicle 
March 31, 2025 (remaining)  $5,379 
March 31, 2026   5,380 
Total lease payments   10,759 
Less: imputed interest   (367)
Present value of lease liabilities  $10,392 
Office Lease [Member]  
Lessee, Lease, Description [Line Items]  
SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE

Supplemental balance sheet information related to the office lease is as follows as of December 31, 2024:

 

Operating Lease    
Right-of-use asset, net  $35,011 
      
Current lease liabilities  $24,557 
Non-current lease liabilities   11,308 
Total operating lease liabilities  $35,865 
      
Weighted average remaining lease term (years)   1.33 
      
Weighted average discount rate per annum   12%
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

Anticipated future costs are as follows:

 

For the years ending  Office Lease 
March 31, 2025 (remaining)  $6,786 
March 31, 2026   27,755 
March 31, 2027   4,660 
Total lease payments   39,201 
Less: imputed interest   (3,336)
Present value of lease liabilities  $35,865 
v3.25.0.1
NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Oct. 25, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 13, 2024
Mar. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Common stock shares sold       51,250      
Net loss   $ (205,718) $ (466,191) $ (699,138) $ (1,204,356)    
Net cash flows used in operating activities       (294,054) $ (948,127)    
Accumulated deficit   4,567,437   4,567,437     $ 3,871,752
Working capital deficit   $ 1,503,559   $ 1,503,559      
Millenium EBS, Inc [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Percentage of voting interests acquired           60.00%  
Stock Exchange and Acquisition Agreement [Member] | Millenium EBS, Inc [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Number of shares of equity issued 3,600,000     3,600,000      
Percentage of voting interests acquired 60.00% 60.00%   60.00%      
Number of shares issued in exchange for common shares 2,100,000 2,100,000   2,100,000      
Cash consideration paid for acquisition $ 500,000            
Shinto Matthew [Member] | Stock Exchange and Acquisition Agreement [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Common stock shares sold 6,000,000            
v3.25.0.1
SCHEDULE OF EARNING PER SHARE (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Accounting Policies [Abstract]        
Net loss attributable to common stockholders $ (202,265) $ (466,191) $ (695,685) $ (1,204,356)
Basic net loss per common shareholder $ (0.02) $ (0.04) $ (0.06) $ (0.10)
Diluted net loss per common shareholder $ (0.02) $ (0.04) $ (0.06) $ (0.10)
Basic weighted average common shares outstanding 12,805,227 12,035,905 12,382,127 11,822,147
Diluted weighted average common shares outstanding 12,805,227 12,035,905 12,382,127 11,822,147
v3.25.0.1
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNING PER SHARE (Details) - shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total anti-dilutive weighted average shares 292,000,000 292,000,000
Preferred Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total anti-dilutive weighted average shares 292,000,000 292,000,000
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2024
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
Cash equivalents $ 0 $ 0   $ 0  
Loans receivables $ 0 $ 102,305   $ 52,305
Allowance for uncollectable Loans Receivables percentage 100.00% 100.00%   100.00%  
Accounts receivable $ 60,900   $ 60,900  
Inventory $ 0 $ 99,285   $ 0  
Expected useful life of internal-use software development costs 5 years     5 years  
Impairment loss of long-lived assets $ 0   $ 0 $ 0 0
Revenues 60,947   1,000 $ 60,947 4,000
Income tax benefit likely, description       more than 50 percent  
General and Administrative Expense [Member]          
Property, Plant and Equipment [Line Items]          
Research and development costs 0   $ 61,957 $ 0 $ 79,595
Prepaid Debt or Gift Card [Member]          
Property, Plant and Equipment [Line Items]          
Revenues $ 0     $ 0  
Minimum [Member]          
Property, Plant and Equipment [Line Items]          
Estimated useful lives of property and equipment 3 years     3 years  
Maximum [Member]          
Property, Plant and Equipment [Line Items]          
Estimated useful lives of property and equipment 5 years     5 years  
v3.25.0.1
SCHEDULE OF INVENTORY OF PREPAID DEBIT CARDS AND GIFT CARDS (Details) - USD ($)
Dec. 31, 2024
Mar. 31, 2024
Inventory Disclosure [Abstract]    
Prepaid cards inventory $ 99,285
Less: reserve to reduce to net realizable value (99,285)
Total
v3.25.0.1
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2024
Mar. 31, 2024
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 459,268 $ 459,268
Less: Accumulated depreciation and amortization (287,204) (190,675)
Total 172,064 268,593
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 180,278 180,278
Property and equipment, estimated useful lives 5 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 273,490 273,490
Property and equipment, estimated useful lives 3 years 2 months 12 days  
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 5,500 $ 5,500
Property and equipment, estimated useful lives 3 years  
v3.25.0.1
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]        
Depreciation and amortization expense $ 30,926 $ 32,365 $ 96,529 $ 79,142
v3.25.0.1
SCHEDULE OF BUSINESS ACQUISITIONS (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Dec. 13, 2024
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Noncontrolling Interest              
Stock Issued During Period, Value, Acquisitions     $ 8,400,000   $ 8,400,000    
Net Income (Loss) Attributable to Noncontrolling Interest     (3,453) (3,453)  
Equity, Attributable to Noncontrolling Interest   $ 5,929,880 5,929,880   5,929,880  
Millenium EBS, Inc [Member]              
Business Acquisition [Line Items]              
Consideration paid for acquisition $ 8,900,000            
Consideration paid for acquisition 60.00%            
Fair market value of Millenium EBS assets $ 14,833,333            
Deferred Costs 31,948            
Intangible assets 1,768,208            
Goodwill 13,084,606            
Accounts payable (51,429)            
Noncontrolling interest (5,933,333)            
Purchase price $ 8,900,000            
Noncontrolling Interest              
[custom:BusinessAcquisitionAllocationOfNoncontrollingInterestPercentage-0] 40.00%            
Stock Issued During Period, Value, Acquisitions $ 5,933,333            
Net Income (Loss) Attributable to Noncontrolling Interest   (3,453)          
Equity, Attributable to Noncontrolling Interest   $ 5,929,880 $ 5,929,880   $ 5,929,880    
v3.25.0.1
ACQUISITION OF MILLENIUM EBS, INC. (Details Narrative) - USD ($)
9 Months Ended
Dec. 13, 2024
Oct. 25, 2024
Dec. 31, 2024
Business Acquisition [Line Items]      
Finite-lived intangible asset, useful life     5 years
Millenium EBS, Inc [Member]      
Business Acquisition [Line Items]      
Percentage of voting interests acquired 60.00%    
Consideration paid for acquisition $ 8,900,000    
Business acquisition allocation of noncontrolling interest percentage 40.00%    
Stock Exchange and Acquisition Agreement [Member] | Millenium EBS, Inc [Member]      
Business Acquisition [Line Items]      
Number of shares of equity issued   3,600,000 3,600,000
Percentage of voting interests acquired   60.00% 60.00%
Number of shares issued in exchange for common shares   2,100,000 2,100,000
Business acquisition, share price   $ 4.00 $ 4.00
Consideration paid for acquisition   $ 8,400,000  
Cash consideration paid for acquisition   $ 500,000  
Business acquisition allocation of noncontrolling interest percentage   40.00%  
Stock Exchange and Acquisition Agreement [Member] | Millenium Payment Hub Platform [Member]      
Business Acquisition [Line Items]      
Finite-lived intangible asset, useful life   10 years  
Goodwill expected to be deductible for income tax purposes over years   15 years  
v3.25.0.1
SCHEDULE OF SOFTWARE DEVELOPMENT COSTS (Details) - USD ($)
Dec. 31, 2024
Dec. 12, 2024
Mar. 31, 2024
Indefinite-Lived Intangible Assets [Line Items]      
Less: Accumulated amortization $ (10,860)  
Total 2,309,031   551,683
Internal Use Software Development Cost [Member]      
Indefinite-Lived Intangible Assets [Line Items]      
Capitalized computer software, gross 551,683   551,683
Millenium Payment Hub Platform [Member]      
Indefinite-Lived Intangible Assets [Line Items]      
Capitalized computer software, gross 1,768,208  
Total $ 1,757,349 $ 1,768,209  
v3.25.0.1
SCHEDULE OF CARRYING VALUE OF SOFTWARE AND RELATED ACCUMULATED AMORTIZATION (Details) - USD ($)
1 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Indefinite-Lived Intangible Assets [Line Items]    
Less: Amortization   $ (10,860)
Carrying value at December 31, 2024 $ 2,309,031 2,309,031
Millenium Payment Hub Platform [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Carrying value of MPH software - date of acquisition December 13, 2024 (Subject to measurement period revaluation – See Note 5) 1,768,209  
Additions  
Less: Amortization (10,860)  
Carrying value at December 31, 2024 $ 1,757,349 $ 1,757,349
v3.25.0.1
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE FOR INTANGIBLE ASSET (Details)
Dec. 31, 2024
USD ($)
Fiscal Year ended December 31,  
2025 $ 176,821
2026 176,821
2027 176,821
2028 176,821
2029 176,821
Thereafter 884,103
Total $ 1,768,208
v3.25.0.1
INTERNAL-USE SOFTWARE (Details Narrative) - USD ($)
1 Months Ended
Dec. 31, 2024
Mar. 31, 2024
Research and Development [Abstract]    
Capitalized costs of computer software $ 2,309,031 $ 551,683
Capitalized computer software amortization expense $ 10,860  
v3.25.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Dec. 01, 2020
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Related party payables   $ 522,849   $ 522,849   $ 20,595
Related party description The initial term of the employment agreement is automatically renewed for successive one-year periods unless either party gives ninety (90) calendar days written notice of nonrenewal prior to the expiration of the then-current term.          
Cash consideration amount payable   726,054   726,054   571,325
Monthly consulting fee   2,103 $ 31,377 9,497 $ 45,968  
MEI Acquisition [Member]            
Related party payables   511,355   511,355    
Cash consideration paid for acquisition       500,000    
Monthly consulting fee       16,000    
Consulting expense       11,355    
Chief Executive Officer [Member]            
Related party payables   11,494   11,494   20,595
Cash consideration amount payable   726,054   726,054   $ 571,325
Chief Executive Officer [Member] | General and Administrative Expense [Member]            
Compensation expenses   $ 54,904 $ 49,913 $ 154,729 $ 140,663  
Chief Executive Officer [Member] | Employment Agreement [Member]            
Compensation expenses $ 150,000          
Annual salary increase percentage 10.00%          
v3.25.0.1
SCHEDULE OF NON-CANCELLABLE OPERATING LEASES (Details) - USD ($)
Dec. 31, 2024
Mar. 31, 2024
Lessee, Lease, Description [Line Items]    
Right-of-use asset, net $ 46,771 $ 79,543
Current lease liabilities 34,949 41,466
Non-current lease liabilities 11,308 $ 35,371
Total operating lease liabilities 46,257  
Vehicle [Member]    
Lessee, Lease, Description [Line Items]    
Right-of-use asset, net 11,760  
Current lease liabilities 10,392  
Non-current lease liabilities  
Total operating lease liabilities 10,392  
Office Leases [Member]    
Lessee, Lease, Description [Line Items]    
Right-of-use asset, net 35,011  
Current lease liabilities 24,557  
Non-current lease liabilities 11,308  
Total operating lease liabilities $ 35,865  
v3.25.0.1
SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE (Details) - USD ($)
Dec. 31, 2024
Mar. 31, 2024
Lessee, Lease, Description [Line Items]    
Right-of-use asset, net $ 46,771 $ 79,543
Current lease liabilities 34,949 41,466
Non-current lease liabilities 11,308 $ 35,371
Total operating lease liabilities 46,257  
Vehicle [Member]    
Lessee, Lease, Description [Line Items]    
Right-of-use asset, net 11,760  
Current lease liabilities 10,392  
Non-current lease liabilities  
Total operating lease liabilities $ 10,392  
Weighted average remaining lease term (years) 5 months 1 day  
Weighted average discount rate per annum 12.00%  
Office Lease [Member]    
Lessee, Lease, Description [Line Items]    
Right-of-use asset, net $ 35,011  
Current lease liabilities 24,557  
Non-current lease liabilities 11,308  
Total operating lease liabilities $ 35,865  
Weighted average remaining lease term (years) 1 year 3 months 29 days  
Weighted average discount rate per annum 12.00%  
v3.25.0.1
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details)
Dec. 31, 2024
USD ($)
Lessee, Lease, Description [Line Items]  
Present value of lease liabilities $ 46,257
Vehicle [Member]  
Lessee, Lease, Description [Line Items]  
March 31, 2025 (remaining) 5,379
March 31, 2026 5,380
Total lease payments 10,759
Less: imputed interest (367)
Present value of lease liabilities 10,392
Office Lease [Member]  
Lessee, Lease, Description [Line Items]  
March 31, 2025 (remaining) 6,786
March 31, 2026 27,755
March 31, 2027 4,660
Total lease payments 39,201
Less: imputed interest (3,336)
Present value of lease liabilities $ 35,865
v3.25.0.1
SCHEDULE OF MINIMUM MONTHLY PROGRAM MANAGEMENT (Details)
Dec. 31, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Months 0-3
Months 4 – 12 5,000
Year 2 10,000
Year 3 and thereafter $ 15,000
v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Mar. 01, 2024
Feb. 27, 2024
Apr. 13, 2023
Oct. 01, 2022
Jul. 12, 2022
Nov. 25, 2021
Jan. 01, 2021
Dec. 01, 2020
Oct. 26, 2020
Aug. 27, 2020
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Oct. 28, 2020
Sep. 07, 2020
Product Liability Contingency [Line Items]                                
Rent expenses                     $ 37,789 $ 37,792 $ 113,146 $ 113,371    
Payment for rent                     37,789 37,792 113,146 113,371    
Due diligence fee $ 5,000                              
Operating Lease Agreement [Member]                                
Product Liability Contingency [Line Items]                                
Lease term                 12 months              
Rent expenses                     19,500 19,500 58,500 58,500    
Payment for rent           $ 6,500     $ 5,500              
Security deposit                             $ 5,500  
Employment Agreement [Member] | Officer [Member]                                
Product Liability Contingency [Line Items]                                
Compensation               $ 150,000                
Granted percentage               10.00%                
Reseller Agreement [Member]                                
Product Liability Contingency [Line Items]                                
Commitment fee   $ 60,000                            
Non-refundable expense $ 42,500                              
Office Space in Executive Suite [Member]                                
Product Liability Contingency [Line Items]                                
Rent expenses                     867 867 2,601 2,601    
Payment for rent       $ 289     $ 279     $ 259            
Security deposit                               $ 259
Vehicle [Member]                                
Product Liability Contingency [Line Items]                                
Lease term         3 years                      
Lease payment         $ 10,000                      
Lease cost         8,207                      
Rent expenses                     6,063 6,063 $ 18,190 18,190    
Lease expiration                         Jul. 11, 2025      
Vehicle [Member] | First Month Payment [Member]                                
Product Liability Contingency [Line Items]                                
Lease payment         $ 1,793                      
Office Lease [Member]                                
Product Liability Contingency [Line Items]                                
Rent expenses                     $ 11,359 $ 11,359 $ 34,077 $ 34,077    
Payment for rent     $ 2,196                          
Maintenance charges     $ 1,531                          
Lease description     The lease commenced on April 13, 2023 and extends for a term of three years and two months. The Company has an option to extend the lease for a period of 36 months after completion of the initial lease term. The Company has not included the extension period in calculating the present value of the lease. The rent is payable on the first day of each month, commencing either (1) opening of the business after tenant improvements, or (2) sixty days after the lease execution date.                          
Office Lease [Member] | One Month Rent [Member]                                
Product Liability Contingency [Line Items]                                
Payment for rent     $ 8,119                          
Office Lease [Member] | Two Month Rent [Member]                                
Product Liability Contingency [Line Items]                                
Security deposit     $ 4,391                          
v3.25.0.1
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Oct. 25, 2024
Oct. 09, 2024
Apr. 08, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Dec. 13, 2024
Mar. 11, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Common stock, shares authorized       500,000,000   500,000,000   500,000,000    
Common stock, par value       $ 0.001   $ 0.001   $ 0.001    
Preferred stock, shares authorized       25,000,000   25,000,000   25,000,000    
Preferred stock, par value       $ 0.001   $ 0.001   $ 0.001    
Stock subscriptions       $ 63,000 $ 30,000 $ 223,000 $ 1,210,000      
Proceeds from sale of common stock           $ 205,000 $ 1,210,000      
Sale of stock           51,250        
Common stock, shares issued       14,238,704   14,238,704   12,072,454    
Common stock, shares outstanding       14,238,704   14,238,704   12,072,454    
Preferred stock, shares issued       292,000   292,000   292,000    
Preferred stock, shares outstanding       292,000   292,000   292,000    
2022 Stock Incentive Plan [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Number of common stock for issuance       4,750,000   4,750,000   4,750,000   5,000,000
Series A Preferred Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Preferred stock, shares authorized       1,000,000   1,000,000   1,000,000    
Preferred stock, shares issued       292,000   292,000   292,000    
Preferred stock, shares outstanding       292,000   292,000   292,000    
Conversion of stock, description           Each share of Series A Preferred Stock is convertible, at the option of the holder, into 1,000 shares of Common Stock.        
Common stock issuable upon conversion       1,000   1,000        
Voting rights, description           The holders of shares of Series A Convertible Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Company’s Common Stock. The holders of the Series A Convertible Preferred Stock shall be entitled to 1,000 (one thousand) votes per share of Common Stock.        
Millenium EBS, Inc [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Percentage of voting interests acquired                 60.00%  
Stock Exchange and Acquisition Agreement [Member] | Millenium EBS, Inc [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Number of shares issued in exchange for common shares 2,100,000     2,100,000   2,100,000        
Number of shares of equity issued 3,600,000         3,600,000        
Percentage of voting interests acquired 60.00%     60.00%   60.00%        
Business acquisition, share price $ 4.00     $ 4.00   $ 4.00        
Common Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Number of shares issued       11,250 7,500 66,250 1,705,200      
Stock subscriptions       $ 11 $ 8 $ 65 $ 1,706      
Six Investors [Member] | Common Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock subscription received               $ 60,000    
Number of shares issued     15,000              
Stock subscriptions   $ 18,000 $ 60,000              
v3.25.0.1
SUBSEQUENT EVENT (Details Narrative) - USD ($)
9 Months Ended
Feb. 18, 2025
Dec. 31, 2024
Subsequent Event [Line Items]    
Number of share sold duriing the period   51,250
Subsequent Event [Member] | Common Stock [Member]    
Subsequent Event [Line Items]    
Number of share sold duriing the period 33,854  
Cash consideration $ 152,343  

BlueOne Card (QX) (USOTC:BCRD)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more BlueOne Card (QX) Charts.
BlueOne Card (QX) (USOTC:BCRD)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more BlueOne Card (QX) Charts.