BCRD 8-K
BlueOne Technologies, Inc. (BCRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer
On March 10, 2026, James Koh resigned from his positions as President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of BlueOne Technologies, Inc. (the “Company”), effective March 10, 2026. Mr. Koh’s resignation was not the result of any disagreement with the Company regarding its operations, policies, or practices.
Appointment of President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer
On March 10, 2026, the Board of Directors of the Company appointed Nabil A. Bader as President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company, effective immediately.
Mr. Bader, age 62, has served as Executive Chairman of Executive Team Company LLC. since 2014. From 2009 to 2013, he served as Executive Chairman and Group CEO of The Mint Corporation LLC, and from 2001 to 2009; he was CEO of Workers Equity Holding LLC, a fintech company. Mr. Bader has over 30 years of management experience in the fintech industry. He attended Monterey College and Santa Monica College.
There are no family relationships between Mr. Bader and any director or executive officer of the Company. Mr. Bader’s compensation arrangements have not yet been determined. Any such arrangements will be disclosed when finalized.
There are no arrangements or understandings between Mr. Bader and any other persons pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Bader and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of Mr. Bader’s appointment letter is filed herewith as Exhibit 10.1. A copy of Mr. Koh’s resignation letter is filed herewith as Exhibit 17.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 9, 2026, BlueOne Card, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to change the Company’s corporate name from “BlueOne Card, Inc.” to “BlueOne Technologies, Inc.”
The name change was approved by the Company’s Board of Directors and became effective upon filing of the Certificate of Amendment with the Nevada Secretary of State.
On March 11, 2026, the Company submitted a Corporate Action Notification Form to the Financial Industry Regulatory Authority (“FINRA”) to request approval of the name change. The name will become effective upon FINRA approval and announcement through the daily list.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K. The Company intends to begin operating under the name BlueOne Technologies, Inc. upon completion of the FINRA corporate action process.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit | |
| 3.1 | Certificate of Amendment to Articles of Incorporation (Name Change) | |
| 10.1 | Contract to Appointment of Nabil A. Bader as Chief Executive Officer | |
| 17.1 | Resignation Letter of James Koh | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BlueOne Card, Inc. | ||
| Date: March 16, 2026 | By: | /s/ Nabil A. Bader |
| Nabil A. Bader, President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer | ||
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Exhibit 3.1
Business Number E0471452007 - 3 Filed in the Office of Filing Number 20265580605 Secretary of State State Of Nevada Filed On 3/9/2026 10:49:00 AM Number of Pages 2
n ,n 2,023 1 0 : 49 : 4 7 o . m . D 3 - 09 - 2 020 I 4 I 03/09 / 202 5 12 :01 77 5 322 55 23 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 884 - 5708 Website: www.nvsos.gov NE V AD A A GEN CY P AG E 04 / 0 4 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment <PuRsuANr ro NRs ?a.3ao & 1s . 38s/7a . 390) Certificate to Accompany Restated Articles or Amended and Restated Articles <PURsuANr rn NRs 1a..403 J Officer's Statement <PuRsuANTrn NRs ao . 030 Date ; Time : (must not be later than 90 days after the certificate Is filed) . Effective Date and ime: (Optional) Changes to takes the following effect � The entity name has been amended. [ ] The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) O The purpose of the entity has been amended . [l The authorized shares have been amended . [ ] The directors , managers or general partners have been amended. D IRS tax language has been added. D Articles have been added. D Articles have been deleted . 0 other. The articles have been amended as follows : (provide article numbers, if available) The name of the entity shall be "BlueOne Technologies, Inc." (attach addit i onal page(s) i f necessary) . Information Being hanged: (Domestic orporations only) x_..;.::;., J p/f.....,._ . _ I - CEO - - - , Signature: Required) Signature of Officer or Authorized Signer Title x ... -- -- - - - - --- ] Signature of Officer or Authorized Signer Title � 1 r any proposed amendment would alter or change any prefe r ence or any relative or other right given to any class or series of outstand i ng shares , then the amendment must be approved by the vote , in addition t the affirmative vote otherwise required , of the holders of sha r es represent i ng a major i ty of the vo ti ng power of each class or series affected by the amendment regardless to limitations or restr i ctions on the voting power theraof. Please include any required or optional information in space below: (attach addit i onal page(s) if necessary ) Th i s form must be accompan i ed by appropriate fees . Pa - ;je 2 of2 RevlS e (! : 91 1/2 0 23
Exhibit 10.1
BlueOne Techno l ogies, I nc. I CEO Appointment BlueOne Technologies, Inc. ((ormcrly Bl11c011e ( 'ard. inc.) / \ i \ cvada Coqxlration I OTC Markets: BC'RD BlueOne Technologies, Inc. (formerly BlueOne Card, Inc.) A Nevada Corporation I OTC Markets : BCRD March 10, 2026 Nabil A. Bader Re : Appointment Dear Mr. Bader : On behalf of the Board of Directors of BlueOne Technologies, Inc. (the "Company"), this letter confirms your appointment as President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company, effective March 10, 2026. Your appointment was approved by the Board of Directors and you will report directly to the Board in these capacities . The terms and conditions of your employment, including compensation and other benefi t s , will be governed by the Employment Agreement between you and the Company . Pleas e indicate your acceptance of this appointment by signing b e low. Sincerely, LJJ ε ..3 /l o/ 2,pU, Shinto Matthew Director BlueOne Technologies, Inc . BlucOn.: Technologie. ೦ . Inc. I OTC: BCRD
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BlueOne Technologies, Inc. I CEO Appointment ACCEPTANCE OF APPOINTMENT I hereby accept my appointment as President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company, effective March 10, 2026, subject to the terms and conditions set forth in the Employment Agreement referenced above. Nabil A . Bader Date: March 1 O, 2026 APPOINTMENT TERMS Position: President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer Reporting to: Board of Directors Start Date: March 10, 2026 Compensation: As set forth in the Employment Agreement Expense Reimbursement: Reasonable business expenses in accordance with Company policy BlueO n e Technologies, I n c . I OTC: B CRO
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Exhibit 17.1
Blue011e Tech 1 1o l ogies. I n c . I CEO Resig11ation Bl11eOne Technologies, Inc. (tor111e1·l, 1 Blt1c()11e Ci11·d c , Inc.) I 0 · 1 · : BCRD • "il,.,· \ ,t;;.• ' • ' . . * . . . ,_ . • ' ,._ - ·• ": ..,. -- . -- t_' \ ,j " · · : - , . . ', � _ - . ,;.. - ! ' ., , ' :•J,;.. •• _ • · ·._ ' , :",,. ·t - •,>.•c - ; ' • • - . "t.·;;,;t; � , ' , "' . - • · •" t - · • - < •• ,,. - , ·.••:' - '·'f � - / ( " '"' ''' : " , - 1: · r ; " ,' ' ; ;· . ,,'. 1c" � ,, ; , J ,, - . - <'.4 \ , ,,:;, ,: ': :""' ;. ... ,, ,'o/ ' .. � ... ,. - ,,. ··' ·< ' •••• • • � - - · · - - - · ; ' > ; ._ .. , < - ' . < . · , t ,. - · , , , · · x - . - ,, � . - - • :rt ,, - > . � ,:/ . - � - � - ""·• < : i • t ; ; • • :: 'f· - ) ,· - _ '· , , . , . ! - , - v · i ., " · ., - · - - ' - • - •• - - - � - - - . , , r ; '· - - . - · , I .. . . + ., • - · f: - · --- . _.,, .. ·. ,. '" - ·" 'i ."_;., ,_.,,_,•:'•(•"• ! \ · - ! i{ '''.;{. . • : • , - • � , ., : - •,. . ,· _/;'" ., .,,_ ._/>. . - ' "· ,. ' - - � • , :;;;, i - , ' ,;., l ' .· ,; ·, •• . • ( - ' .. ;y. Ill - Ii ' ' ' • BlueOne Technologies, Inc . (formerly BlueOne Card , Inc . ) OTC:BCRD March 1 O , 2026 Board of Directors . Bl , ueOne Technolog i es , Inc. Re: Resignation Dear Members of the Board of Directors: I hereby resign from my positions as Chief Executive Officer, Chief Fin 1 anc i a l O ffi ce r, President, Secretary, and Treasurer of BlueOne Technologies, Inc . (the ' 1 Co m pany ' - '), effective March 1 O, 2026 . It has been an honor to serve the Company in these roles . I appreciate the opportunity to work with the Board of Directors, management team, employees, and shareholders i n advancing the Company's strategic initia t ives , including the development of the Millennium E BS Al manuf a cturing a , utomation platform and the BlueOne Card payme , nt hub division . I wish the Company con . ti n u , e d s ucce , s , s in executing its strategic objectives and future gr o wt h i n i t iati v e s . State tif C:1lift1mi;1 Ctiunl} ' <,t·, ,,, Sincere l y, ss. • I .. � .. ,•, : I q.a. ' - ' _ b } ' J I> \ M.e...S" l<.." _ . . '· pr11,i:ll lt) 111c 1111 tl1i: h11sis 1 1 1 ' "Otisfat � ttlt) ' eritlenL'e tll be the perxtln(s) \ \ 'h1l aJ}J1Citred hef,1re 111c. James Ko � S � al .., Siin:ilUre t • f � tmary Public ) A ,0 <'> (": , L':r. .0 <'> <": - - C> t""'::: C. c,. C > t . . � r•• . • . 0 � · � , • •. ,. COMM.# 253'1648 ,. <: • ) - � •• : NOTARY PUSllC • Clt l fORNlA � � ORANGE COUNTY COMM. EXPIRES NOV . 4 1 2029 - 1