BlueOne Technologies, Inc 10-Q for FY2024 Q2
BlueOne Technologies, Inc. (BCRD)
About this 10-Q
BlueOne Technologies, Inc filed this 10-Q on November 14, 2023, covering the quarter ended September 30, 2023 (FY2024 Q2).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3000
- Net loss
- $415.24K
- compared with a net loss of $142.09K a year earlier
- Diluted EPS
- -$0.03
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
OR
For the transition period from ______________ to ______________
Commission
File No.
(Exact name of small business issuer as specified in its charter)
(State
or other jurisdiction |
(I.R.S.
Employer |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at November 14, 2023 was .
TABLE OF CONTENTS
| i |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.
| ii |
PART I.
Item 1. Financial Statements.
BLUEONE CARD, INC.
CONDENSED BALANCE SHEETS
| September 30, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Prepaid deposits and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Internal-use software development | ||||||||
| Right-of-use assets | ||||||||
| Deposits | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Compensation payable to officer | ||||||||
| Related party payables | ||||||||
| Lease liability - current maturity | ||||||||
| Total Current Liabilities | ||||||||
| Lease liability - net of current maturity | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (See Note 7) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $
par value;
shares authorized, Series A Preferred stock, shares designated,
shares issued and outstanding at September 30, 2023 and March 31, 2023, respectively (Liquidation value $ | ||||||||
| Common stock, $ par value; shares authorized, shares and shares issued and outstanding at September 30, 2023 and March 31, 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Stock subscriptions received | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 1 |
BLUEONE CARD, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| For the Three Months Ended September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross Profit (Loss) | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Legal and filing fees | ||||||||||||||||
| Rent | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ||||||||||||
| Loss before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Tax | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and Diluted Net Loss Per Share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
BLUEONE CARD, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
For the Three Months Ended September 30, 2023
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Equity | |||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Total | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Equity | |||||||||||||||||||||||||
| Balance - June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
For the Six Months Ended September 30, 2023
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Total | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Equity | |||||||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Sale of common stock | - | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
For the Three Months Ended September 30, 2022
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Total Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | (Deficit) | |||||||||||||||||||||||||
| Balance - June 30, 2022 | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - September 30, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
For the Six Months Ended September 30, 2022
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Total Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | (Deficit) | |||||||||||||||||||||||||
| Balance - March 31, 2022 | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - September 30, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
BLUEONE CARD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2023 | 2022 | |||||||
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Loss on sale of vehicle | ||||||||
| Non-cash rent | ( | ) | ( | ) | ||||
| Stock compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in inventory | ||||||||
| (Increase) in prepaid deposits and other current assets | ( | ) | ||||||
| Increase in accounts payable and accrued liabilities | ||||||||
| Increase in compensation payable to officer | ||||||||
| Increase in related party payables | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Cash paid for purchase of in-house software development costs | ( | ) | ||||||
| Cash paid for purchase of property and equipment | ( | ) | ||||||
| Net Cash Used In Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Cash proceeds from sale of common stock | ||||||||
| Cash paid for loan payable | ( | ) | ||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net (Decrease) in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of the Period | ||||||||
| Cash - End of the Period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flows | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||
| Sale of vehicle | $ | $ | ||||||
| Repayment of loan payable | $ | |||||||
| Present value of lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(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.
Risk and Uncertainty Concerning COVID-19 Pandemic
The global COVID-19 pandemic continues to present uncertainty and unforeseeable risks to the Company’s operations and business plan. The Company has closely monitored recent developments, including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. Thus, the full impact of the COVID-19 pandemic on the business and operations remains uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well as any legal or regulatory consequences resulting therefrom. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal, state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom the Company does business.
Going Concern
These condensed financial statements have been prepared on a going concern basis which contemplates the realization of assets and settlement
of liabilities and commitments in the normal course of business. The Company has not yet generated any significant revenues and has suffered
operating losses since July 6, 2007 (Inception Date) to date. The Company recorded a net loss of $
Basis of Presentation
The interim unaudited condensed 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. The preparation of interim condensed financial statements requires management to make assumptions and estimates that impact the amounts reported. The interim condensed financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These interim condensed 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 September 30, 2023 and 2022; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed financial statements, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. These unaudited condensed 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 for the year ended March 31, 2023, filed with the SEC on July 14, 2023. 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.
| 5 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summary of 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 inventory, valuation of internal-use software development costs, 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 maturity of three months or less at the time of issuance to be cash equivalents.
The Company did
Concentrations
Cash Concentration
Cash
is maintained at one financial institution and at times, balances may exceed federally insured limits. We have not experienced any losses
related to these balances. As of September 30, 2023, the Company had balances in a financial institution which exceeded federally insured
limits by approximately $
Significant Vendor and Concentration
The Company relies 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 is also the sole developer and provider of the software for Company’s operations.
Inventory
Inventory
of finished goods consists 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 September 30, 2023 and March 31, 2023, the Company had a reserve of $
Property and Equipment
Property
and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over
the estimated useful lives of the assets which range from to
| 6 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
Internal-Use Software Development Costs
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 function
intended. 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
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 (see below).
Long-lived Assets
In
accordance with Accounting Standards Codification (“ASC”) ASC 360, “Property, Plant, and Equipment”, the
Company tests long-lived 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.
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 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 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.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(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 prepaid assets, accounts payable and accrued liabilities, related party payable, and lease payable. 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 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.
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. The Company recorded $
The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under the Accounting Standards Update (“ASU”) 2018-07 which aligns the measurement date criteria for non-employees with ASC 718 for employees, the fair value of common stock issued for payments to non-employees is measured on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation—Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.
Research and Development Costs
Costs
incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting
research and development of the Company’s products comprise research and development expenses. Purchased materials that do not
have an alternative future use are also expensed. The Company recorded in general and administrative expenses research and
development costs of $
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
| 8 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(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.
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 dilutive 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.
| 2023 | 2022 | |||||||
| For the Three Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Net loss computation of basic and diluted net loss per common share: | ||||||||
| Net loss attributable to common stockholders | $ | $ | ||||||
| Basic and diluted net loss per share: | ||||||||
| Basic and diluted net loss per common shareholder | $ | ) | $ | ) | ||||
| Basic and diluted weighted average common shares outstanding | ||||||||
| 2023 | 2022 | |||||||
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Net loss computation of basic and diluted net loss per common share: | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per share: | ||||||||
| Basic and diluted net loss per common shareholder | $ | ) | $ | ) | ||||
| Basic and diluted weighted average common shares outstanding | ||||||||
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNING PER SHARE
| September 30, 2023 | September 30, 2022 | |||||||
| Preferred stock | ||||||||
| Total anti-dilutive weighted average shares | ||||||||
| 9 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
NOTE 3 – INVENTORY
Inventory of prepaid debit cards and gift cards consisted of the following:
SCHEDULE OF INVENTORY OF PREPAID DEBIT CARDS AND GIFT CARDS
| September 30, 2023 | March 31, 2023 | |||||||
| Prepaid cards inventory | $ | $ | ||||||
| Less: reserve to reduce to net realizable value | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment, stated at cost, consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| Estimated Life | September 30, 2023 | March 31, 2023 | ||||||||
| Furniture and fixtures | $ | $ | ||||||||
| Leasehold Improvements | ||||||||||
| Office equipment | ||||||||||
| Property and equipment, gross | ||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||||
| Total | $ | $ | ||||||||
Depreciation
and amortization expense amounted to $
NOTE 5 – INTERNAL-USE SOFTWARE DEVELOPMENT COSTS
For
the year ended March 31, 2023, the Company capitalized costs of $
SCHEDULE OF SOFTWARE DEVELOPMENT COSTS
| September 30, 2023 | March 31, 2023 | |||||||
| Internal-use software development cost | $ | $ | $ | |||||
| Less: Accumulated amortization | ||||||||
| Total | $ | $ | ||||||
NOTE 6 – RELATED PARTY TRANSACTIONS
The
Company’s Chief Executive Officer (“CEO”), from time to time, has provided advances to the Company for its working
capital purposes. The CEO had advanced funds to the Company totaling $
On
December 1, 2020, the Company entered into an employment agreement with its CEO for a three-year term, for an annual compensation of
$
with a
| 10 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
NOTE 7 – 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:
SCHEDULE OF NON-CANCELLABLE OPERATING LEASES
| Vehicle | Office Lease | Total | ||||||||||
| Right-of-use asset, net | $ | $ | $ | |||||||||
| Current lease liabilities | $ | $ | $ | |||||||||
| Non-current lease liabilities | ||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||
Vehicle
On
July 12, 2022, the Company executed a non-cancellable operating lease for a vehicle with the lease commencing on July 12, 2022 for a
three-year term. The Company paid $
Supplemental balance sheet information related to the lease is as follows as of September 30, 2023:
SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE
| Operating Lease | ||||
| Right-of-use asset, net | $ | |||
| Current lease liabilities | $ | |||
| Non-current lease liabilities | ||||
| Total operating lease liabilities | $ | |||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate per annum | % |
As the lease does not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease.
Anticipated future costs are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES
| For the years ending | Vehicle | |||
| March 31, 2024 (remaining) | $ | |||
| March 31, 2025 | ||||
| March 31, 2026 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Office Lease – J Plaza
On
April 13, 2023, the Company executed a non-cancellable office space in a retail shopping center, for a monthly base rent of $
The
Company recorded rent expense of $
Supplemental balance sheet information related to the lease is as follows as of September 30, 2023:
SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE
| Operating Lease | ||||
| Right-of-use asset, net | $ | |||
| Current lease liabilities | $ | |||
| Non-current lease liabilities | ||||
| Total operating lease liabilities | $ | |||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate per annum | % |
As the lease do 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.
| 11 |
BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
Anticipated future costs are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES
| For the years ending | Office Lease | |||
| March 31, 2024 (remaining) | $ | |||
| March 31, 2025 | ||||
| March 31, 2026 | ||||
| March 31, 2027 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Office Leases - Others
On
August 27, 2020, the Company formally executed a month-to-month cancellable operating lease for leasing office space in an executive
suite, commencing on September 1, 2020 for $
On
October 26, 2020, the Company executed a non-cancellable operating lease agreement for its principal office for a monthly rent of $
The
Company has recorded total rent expense of $
The Company has considered the provisions of ASC 842 Topic 842 “Leases”. The Company has elected not to recognize lease assets and lease liabilities for leases with a term of 12 months or less, as it is permitted to make an accounting policy election. The Company has elected to record 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.
As
a bonus for entering into the agreement, the Company issued
shares of its common stock to its Officer in December 2020 and, in the event that the Agreement is terminated prior
to one year from the date of the Agreement, the Officer is obligated to return the shares to the Company. Pursuant to the Agreement,
the Officer is entitled to an annual base salary of $
Service Agreement with EndlessOne Global Inc. (“E1G”)
The
Company entered into a Service Agreement with E1G on September 1, 2020 whereby, E1G provided data processing, transaction processing
and related services for its cardholders, mobile apps, website’s back office and integration services with sponsoring banks
and processors. The Service Agreement required a one-time fee of $
Legal Costs and Contingencies
In the normal course of business, the Company incurs costs to hire 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 September 30, 2023.
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BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
NOTE 8 – STOCKHOLDERS’ EQUITY
The Company’s capitalization at September 30, 2023 and March 31, 2023 was authorized common shares with a par value of $ per share, and authorized preferred shares with a par value of $ per share.
Common Stock
The
Company had received from three investors, cash proceeds of $
During
the six months ended September 30, 2023, the Company sold shares of common stock, share price ranging from $ per share
to $ per share for a total cash consideration of $
As a result of all common stock issuances, the total issued and outstanding shares of common stock were shares and shares as of September 30, 2023 and March 31, 2023, respectively.
Preferred Stock
The Board of Directors, without further approval of its stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our Common Stock and other series of Preferred Stock then outstanding.
Series A Preferred Stock
There are shares of Series A Preferred Stock designated and shares issued and outstanding as of September 30, 2023 and March 31, 2023, respectively.
Liquidation Preference
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 $ 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 a 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.
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BLUEONE CARD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
Conversion Rights
Voting Rights
As a result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were shares as of September 30, 2023 and March 31, 2023, respectively.
2022 Stock Incentive Plan
On March 11, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”). The purposes of the 2022 Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.
The 2022 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors. Awards may be made under the 2022 Plan for up to shares of common stock of the Company. Only employees of our Company or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2022 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.
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 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.
As of September 30, 2023 and March 31, 2023, the Board had awarded to consultants shares of Common Stock under the 2022 Plan during Fiscal 2023 (see “Common Stock” above).
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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, EndlessOne Global, Inc., a Nevada corporation (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. Through our relationship with our 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 those customers who are unbanked, or non-bankable, and who have needs crossing international borders. The Program Manager’s platform has been recently completed and is functional; however, nominal revenues have been derived therefrom.
Through our relationship with the Program Manager, we will earn our revenues mostly through the sale of debit cards and commissions derived from monthly fees charged to customers 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 an independent sales representative of the Program Manager and we will not receive revenue from customer contracts, which will be executed with the Program Manager.
We are currently headquartered in Newport Beach, California.
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 also executed a 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.
Reseller Agreement with EndlessOne Global, Inc.
Effective August 15, 2020, we entered into the Authorized Reseller Agreement with the Program Manager (the “Reseller Agreement”) for a two-year term, 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’s term was extended on August 1, 2022 for a two-year period, and it expires on August 14, 2024. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts. The Reseller Agreement is renewable by mutual consent of each of the parties for one-year terms unless either party provides written notice to the other party at least 90 days prior to the termination of 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 60 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.
Service Agreement with EndlessOne Global, Inc.
On September 1, 2020, we entered into a Service Agreement with the Program Manager whereby, the Program Manager agreed to provide data processing, transaction processing, internal-use software development and related services in connection with our customers’ accounts. The Program Manager agreed to provide, subject to the applicable approvals of the networks, for completion of the initial start-up within 120 days of receiving the full due diligence requirement by the bank and the Program Manager, or at a date as may be mutually agreed upon by the Program manager and us. This agreement is effective from September 1, 2020 and will extend for five processing years, and thereafter, the term will be automatically renewed for one-year periods unless terminated by either party with written notice of 180 days following the completion of the original term.
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 internal-use software development under this agreement.
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During the term of this agreement, we agreed to conduct our business and make all undertakings reasonable or necessary in order that we may be eligible for sponsorship by a sponsor bank member of the networks, STAR and/or any association.
We agreed to pay the Program Manager the processing fees as set forth in this agreement. The Program Manager reserves the right to modify charges for services, add, delete or modify services from time to time in its sole discretion. Any changes made by the Program Manager with respect to processing fees within the initial two-year term must be mutually agreeable, excluding special fees or other third-party costs.
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 EndlessOne system and our cardholder aggregate settlement account at our issuing 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 $250,000 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 September 15, 2020, we made a deposit of $100,000 for internal-use software development to the Program Manager towards programming and designing our prepaid debit and gift cards with our card design and logo. We have made multiple payments to the program manager for software developing, and have paid $528,893 as of September 30, 2023.
Our 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.
Our Principal Products and Services
Through our relationship with our Program Manager, we offer GPR prepaid cards that provide consumer benefits such as no overdraft fees, no interest fees, virtual bank accounts, and free direct deposit.
Some of the benefits of the Program Manager’s prepaid, branded cards are as follows:
| ● | The mobile application is functional now for iOS devices (Apple), android, and windows (Microsoft). | |
| ● | The Program Manager provides a Global Remittance Network (“GRN”) meaning that it will connect any proprietary accounts or card systems to other systems worldwide. | |
| ● | Free checking account and check books. | |
| ● | 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. | |
| ● | The Program Manager’s prepaid, branded cards provides a Dynamic Card Verification Value (“CVV”) function. | |
| ● | 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”). | |
| ● | The Program Manager provides a free checking account. | |
| ● | We believe checks will be able to be directly deposited via the Program Manager’s mobile application. |
Critical Accounting Policies
We apply the following critical accounting policies in the preparation of our financial statements:
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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 inventory, valuation of internal-use software development costs, 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.
Inventory
Inventory is finished goods which consists 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 Development Costs
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 function intended. 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 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
The Company tests long-lived assets or asset groups for recoverability in accordance with GAAP, 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.
Stock-based Compensation
The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under ASU 2018-07 which aligns the measurement date criteria for non-employees with ASC 718 for employees, the fair value of common stock issued for payments to non-employees is measured on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation—Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.
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Revenue Recognition
The Company 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 services fees and card transactions once the service or transaction is completed, respectively. 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.
Under this guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We review our sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products or services are delivered to the customer’s control and performance obligations are satisfied.
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 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 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.
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 September 30, 2023 Compared to the Three Months Ended September 30, 2022 (Unaudited)
Revenues and Cost of Sales
We sold 600 prepaid debit cards to a customer and recorded revenues of $3,000 during the three months ended September 30, 2023 compared to no cards sold during the three months ended September 30, 2022, respectively. Cost of sales for sale of 600 cards for the three months ended September 30, 2023 were $1,200 as compared to $0 for the three months ended September 30, 2002, respectively.
Operating Expenses
Operating expenses included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, rent and other expenses. We recorded operating expenses of $425,376 and $140,919 for the three months ended September 30, 2023 and 2022, respectively. The net increase in operating expenses of $284,457 was primarily due to the increase in advertising and promotions, increase in amortization of leasehold improvements, increase in consulting fees, increase in marketing of prepaid debit cards, increase in rent expense, increase in software maintenance expense and increase in travel expense and other general and administrative expenses.
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Other Income (Expense)
Other income included interest earned on the cash balance invested in the money markets account during the three months ended September 30, 2023. Interest income increased due to the higher interest rates offered by the bank during the three months ended September 30, 2023 as compared to same comparable period in 2022. Interest expense related to the financing the purchase of Company vehicle and credit card interest. Interest expense decreased for the three months ended September 30, 2023 as compared to the same periods in 2022 as a result of the sale of the vehicle during the three months ended September 30, 2022.
Net Loss
We reported a net loss of $415,236 and $142,086 for the three months ended September 30, 2023 and 2022, respectively. The increase in the net loss was primarily due to the increase in operating expenses incurred by us.
Results of Operations for the Six Months Ended September 30, 2023 Compared to the Six Months Ended September 30, 2022 (Unaudited)
Revenues and Cost of Sales
We sold 600 prepaid debit cards to a customer and record revenues of $3,000 during the six months ended September 30, 2023 compared to no cards sold during the six months ended September 30, 2022, respectively. Cost of sales for sale of 600 cards for the six months ended September 30, 2023 were $1,200 as compared to $0 for the three months ended September 30, 2002, respectively.
Operating Expenses
Operating expenses included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, rent and other expenses. We recorded operating expenses of $748,881 and $543,839 for the six months ended September 30, 2023 and 2022, respectively. The net increase in operating expenses of $205,042 was primarily due to the increase in advertising and promotions, increase in amortization of leasehold improvements, increase in consulting fees, increase in marketing of prepaid debit cards, increase in rent expense, increase in software maintenance expense and increase in travel expense and other general and administrative expenses offset by reduction in consulting fees.
Other Income (Expense)
Other income included interest earned on the cash balance invested in the money markets account during the six months ended September 30, 2023. Interest income increased due to the higher interest rates offered by the bank during the six months ended September 30, 2023 as compared to same comparable period in 2022. Interest expense related to the financing the purchase of Company vehicle and credit card interest. Interest expense decreased for the six months ended September 30, 2023 as compared to the same periods in 2022, as a result of the sale of the vehicle during the six months ended September 30, 2022.
Net Loss
We reported a net loss of $738,165 and $546,430 for the six months ended September 30, 2023 and 2022, respectively. The increase in the net loss was primarily due to the increase in operating expenses incurred by us.
Liquidity and Capital Resources
Liquidity and Capital Resources for the six months ended September 30, 2023 and 2022
| September 30, 2023 | September 30, 2022 | |||||||
| Summary of Cash Flows: | ||||||||
| Net cash used in operating activities | $ | (555,161 | ) | $ | (190,807 | ) | ||
| Net cash used in investing activities | (696,550 | ) | - | |||||
| Net cash provided by financing activities | 1,180,000 | 169,374 | ||||||
| Net (decrease) in cash | (71,711 | ) | (21,433 | ) | ||||
| Cash – Beginning of the period | 668,118 | 41,318 | ||||||
| Cash – End of the period | $ | 596,407 | $ | 19,885 | ||||
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Operating Activities
Cash used in operating activities of $555,161 for the six months ended September 30, 2023 was primarily as a result of net loss of $738,165, depreciation and amortization of $46,777, non-cash rent of $2,667, and a net increase in operating assets and liabilities of $138,894 due to decrease in inventory of $1,200, decrease in prepaid deposits and other current assets of $289, increase in accounts payable and accrued liabilities of $46,655, and an increase in compensation payable to officer of $90,750.
Cash used in operating activities of $190,807 for the six months ended September 30, 2022 was primarily as a result of net loss of $546,430, depreciation of $19,501, loss on sale of vehicle of $2,034, stock compensation expense of $250,000, and a net increase in operating assets and liabilities of $78,025 due to increase in prepaid deposits of $23,700, increase in right-of-use asset of $13,586, increase in accrued liabilities of $7,265, and increase in related party payable of $108,046.
Investing Activities
Net cash used in investing activities for the six months ended September 30, 2023 totaled $696,550 due to cash paid for purchase of internal-use software development of $383,001 and purchase of property and equipment of $313,549. Net cash used in investing activities for the six months ended September 30, 2022 was $0.
Financing Activities
Net cash provided by financing activities for the six months ended September 30, 2023 was $1,180,000 consisting of cash received from sale of common stock of $1,180,000. Net cash provided by financing activities for the six months ended September 30, 2022 was $169,374 consisting of cash received from sale of common stock of $172,500, and loan payments of $3,126 for purchase of vehicle.
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 such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.
Inflation
The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
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Going Concern
The accompanying interim 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 $738,165, and used net cash flows in operating activities of $555,161 during the six months ended September 30, 2023, and has an accumulated deficit of $2,996,777 as of September 30, 2023. 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 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 interim condensed 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.
Critical Accounting Policies and Significant Judgments and Estimates
While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our Form 10-K - Annual Report for the year ended March 31, 2023 filed with the SEC on July 14, 2023, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.
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 revenues from our operations on a commercial scale and we will not commence generating revenues until sometime during the third calendar quarter of 2023.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations which have not been adopted.
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Item 3. Quantitative and Qualitative Disclosures About Market Risks.
Not Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Currently, there is only one officer and one director, 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 September 30, 2023 due to the following material weaknesses in internal control over financial reporting. We lacked the ability to have adequate segregation of duties in the financial statement preparation process. We noted deficiencies involving lack of segregation of duties, lack of governance/oversight, and lack of internal control documentation that we believe to be material weaknesses. Other material weaknesses include lack of monitoring controls over the valuation of stock-based compensation, and evaluation of impairment of intangibles and long-lived assets.
Changes in Internal Control over Financial Reporting
Other than the remediation activities undertaken by us as disclosed above, there have been no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | Item | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101 PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) |
| * | Filed with this Report | |
| ** | Furnished with this Report |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BlueOne Card, Inc. | ||
| Date: | November 14, 2023 | /s/ James Koh |
| James Koh | ||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
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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 a material fact or omit 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’s 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: November 14, 2023
| /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 a material fact or omit 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’s 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: November 14, 2023
| /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 six months ended September 30, 2023 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: November 14, 2023 | /s/ James Koh |
| James Koh | |
Chief
Executive Officer and Chief Financial 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.