BlueOne Technologies, Inc 10-K for FY2022

BlueOne Technologies, Inc. (BCRD)

10-K 2022-06-29 For: 2022-03-31

Added on April 05, 2026

About this 10-K

BlueOne Technologies, Inc filed this 10-K on June 29, 2022, covering the fiscal year ended March 31, 2022 (FY2022).

Headline figures

Fiscal year ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $72.2K
Net loss: $530.83K; compared with a net loss of $275.89K a year earlier

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Nevada		26-0478989
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4695 MacArthur Court, Suite 1100, Newport Beach, CA		92660
(Address of Principal Executive Offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
Smaller reporting company ☒	Emerging growth company ☐

PART I		4

	Item 1. Business.	4
	Item 1A. Risk Factors.	8
	Item 1B. Unresolved Staff Comments.	25
	Item 2. Properties.	25
	Item 3. Legal Proceedings.	25
	Item 4. Mine Safety Disclosures.	25

PART II		26

	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	26
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 7A. Quantitative and Qualitative Disclosure About Market Risk.	32
	Item 8. Financial Statements and Supplementary Data.	F-1
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	33
	Item 9A. Controls and Procedures.	33
	Item 9B. Other Information.	35
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	35

PART III		35

	Item 10. Directors, Executive Officers, and Corporate Governance.	35
	Item 11. Executive Compensation.	38
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	40
	Item 13. Certain Relationships and Related Transactions, and Director Independence.	41
	Item 14. Principal Accountant Fees and Services.	41

PART IV		42

	Item 15. Exhibit and Financial Statement Schedules	42
	Item 16. Form 10-K Summary.	42

SIGNATURES		43

	●	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.

	●	Lock and Unlock – SAFE Technology allows cardholders to instantly lock and unlock their cards via SMS or Cardholder online Portal. Cardholders can personalize the lock feature for ATM, POS, withdrawals, transfers, recurring payments, auto-lock and more.

	●	Dynamic CVV Technology – Dynamic CVV Technology SAFE Technology empowers cardholders to easily change their CVV code for one-time use. Through mobile authorization, SAFE Technology offers the most secure armored layer of security available for cardholders.

	●	GRN is a worldwide remittance messaging system, an “any-to-any” switch that connects any proprietary account or card system to other systems in the world.

	●	This remittance network can link card to card, regardless of Network, account to account, including a credit or debit card to account.

	●	Initial customer acquisition is based on leveraging and empowering existing card portfolios and global business relationships in both sending and receiving countries.

	●	GRN operates within a closed loop of banks, accounts, card, or wallet programs.

	●	Participants in the GRM Network will share in the margins generated out of the transaction fees.

	●	the timing and volume of purchases and use of our products and services by our customers;

	●	our ability to effectively sell our products through direct-to-consumer initiatives;

	●	the timing and success of new product or service introductions by us or our competitors;

	●	changes in the level of interchange rates that can be charged;

	●	fluctuations in customer retention rates;

	●	changes in the mix of products and services that we sell;

	●	changes in the mix of retail distributors through which we sell our products and services;

	●	the timing of commencement of new product development and initiatives, the timing of costs of existing product roll-outs and the length of time we must invest in those new products, channels or retail distributors before they generate material operating revenues;

	●	changes in our or our competitors’ pricing policies or sales terms;

	●	costs associated with significant changes in our risk policies and controls;

	●	the amount and timing of costs related to the acquisition of complementary businesses;

	●	the amount and timing of costs of any major litigation to which we are a party;

	●	disruptions in the performance of our products and services, including interruptions in the services we provide to other businesses, and the associated financial impact thereof;

	●	the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our business, operations and infrastructure;

	●	continued low interest rate environment or interest rate volatility;

	●	accounting charges related to impairment of goodwill and other intangible assets;

	●	our ability to control costs, including third-party service provider costs and sales and marketing expenses in an increasingly competitive market;

	●	volatility in the trading price of our Common Stock, which may lead to higher or lower stock-based compensation expenses; and

	●	changes in the political or regulatory environment affecting the banking or electronic payments industries.

	●	issuing additional shares of our Common Stock or other equity securities;

	●	issuing convertible or other debt securities; and

	●	borrowing funds under a credit facility.

	●	reduction or volatility in demand for our products, which may be caused by, among other things, reduced online traffic and changes in consumer spending behaviors (e.g. consumer confidence in general macroeconomic conditions and a decrease in consumer spending);

	●	disruption to our operations or the operations of our suppliers, through the effects of business and facilities closures, worker sickness and COVID-19 related inability to work, social, economic, political or labor instability in affected areas, transportation delays, travel restrictions and changes in operating procedures, including for additional cleaning and safety protocols;

	●	impacts to our third-party marketplaces’ ability to operate or manage increases in their operating costs and other supply chain effects that may have an adverse effect on our ability to meet consumer demand and achieve cost targets;

	●	increased volatility or significant disruption of global financial markets due in part to the COVID-19 pandemic, which could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all and impede our ability to comply with debt covenants; and
	●	the further spread of COVID-19, and the requirements to take action to mitigate the spread of the pandemic, will impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business, results of operations, cash flows and financial condition.

	●	risks that we may not have sufficient capital to achieve our growth strategy;

	●	risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

	●	risks that our growth strategy may not be successful; and

	●	risks those fluctuations in our operating results will be significant relative to our revenues.

	●	establish definitive business strategies, goals and objectives;

	●	maintain a system of management controls; and

	●	attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.

	●	price and volume fluctuations in the overall stock market from time to time;

	●	significant volatility in the market prices and trading volumes of financial services company stocks;

	●	actual or anticipated changes in our results of operations or fluctuations in our operating results;

	●	actual or anticipated changes in the expectations of investors or the recommendations of any securities analysts who follow our Common Stock;

	●	actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

	●	the public’s reaction to our press releases, other public announcements and filings with the SEC;

	●	business disruptions and costs related to shareholder activism;

	●	litigation and investigations or proceedings involving us, our industry or both or investigations by regulators into our operations or those of our competitors;

	●	new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

	●	changes in accounting standards, policies, guidelines, interpretations or principles;

	●	general economic conditions;

	●	changes to the markets in which our Common Stock is traded; and

	●	sales of shares of our Common Stock by us or our stockholders.

	●	provide for non-cumulative voting in the election of directors;

	●	authorize our board of directors, without stockholder approval, to issue preferred stock with terms determined by our board of directors and to issue additional shares of our Common Stock; and

	●	provide that only our board of directors may set the number of directors constituting our board of directors or fill vacant directorships.

	Quarter		High		Low
FISCAL YEAR ENDED MARCH 31, 2022		First	$	1.05	$	1.05
		Second	$	1.05	$	1.05
		Third	$	5.92	$	1.05
		Fourth	$	8.50	$	1.60

	Quarter		High		Low
FISCAL YEAR ENDED MARCH 31, 2021		First	$	95.00	$	12.55
		Second	$	50.80	$	1.05
		Third	$	1.05	$	1.05
		Fourth	$	1.05	$	1.05

	March 31, 2022			March 31, 2021
Summary of Cash Flows:
Net cash used in operating activities	$	(452,472	)	$	(310,177	)
Net cash used in investing activities		(13,500	)		(19,500	)
Net cash provided by financing activities		166,788			670,179
Net increase in cash and cash equivalents		(299,184	)		340,502
Beginning cash and cash equivalents		340,502			-
Ending cash and cash equivalents	$	41,318		$	340,502

	●	Curtail our operations significantly, or

	●	Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to technology platform and correlated services, or

	●	Explore other strategic alternatives including a merger or sale of our Company.

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of March 31, 2022 and 2021	F-3

Statements of Operations for the Years Ended March 31, 2022 and 2021	F-4

Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended March 31, 2022 and 2021	F-5

Statements of Cash Flows for the Years Ended March 31, 2022 and 2021	F-6

Notes to Financial Statements	F-7 to F-15

/s/ SS Accounting & Auditing, Inc.

Firm ID: 6717

We have served as the Company’s auditor since 2020.

Plano, Texas

June 29, 2022

		March 31, 2022			March 31, 2021
ASSETS
Current Assets
Cash	$	41,318		$	340,502
Prepaid deposits		270,506			155,072
Total Current Assets		311,824			495,574

Property and Equipment, net		135,285			164,173
Total Assets	$	447,109		$	659,747


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	39,098		$	27,498
Related party payables		240,012			100,211
Customer deposits		20,000			20,000
Loan payable, current portion		12,699			12,212
Total Current Liabilities		311,809			159,921

Loan payable, non-current portion		43,759			56,458

Total Liabilities		355,568			216,379

Commitments and Contingencies		-

Stockholders’ Equity
Preferred stock, $0.001 par value; 25,000,000 shares authorized, 292,000 shares issued and outstanding as of March 31, 2022 and 2021, respectively		292			292
Common stock, $0.001 par value; 500,000,000 shares authorized, 9,979,575 and 9,890,075 shares issued and outstanding at March 31, 2022 and 2021, respectively		9,980			9,890
Additional paid in capital		1,221,082			1,042,172
Accumulated deficit		(1,139,813	)		(608,986	)
Total Stockholders’ Equity		91,541			443,368

Total Liabilities and Stockholders’ Equity	$	447,109		$	659,747

		2022			2021
	For the Year Ended March 31,
	2022			2021
Revenues	$	72,200		$	-

Cost of sales		54,778			-

Gross Profit		17,422			-

Operating Expenses
Legal and filing fees		32,631			17,231
Rent		73,348			38,591
General and administrative		439,706			216,473
Total Operating Expenses		545,685			272,295

Loss from Operations		(528,263	)		(272,295	)

Other Income (Expense)
Interest expense		(2,563	)		(3,597	)
Total Other Income (Expense)		(2,563	)		(3,597	)

Loss before Income Taxes		(530,827	)		(275,892	)

Provision for Income Tax		-			-

Net Loss	$	(530,827	)	$	(275,892	)

Basic and Diluted Net Loss Per Share	$	(0.05	)	$	(0.06	)

Weighted Average Number of Shares Outstanding - Basic and Diluted		9,935,412			4,615,160

								^**
	Preferred Stock				Common Stock **				Additional Paid-in		Accumulated			Total Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance - March 31, 2021		292,000	$	292		9,890,075	$	9,890	$	1,042,172	$	(608,986	)		443,368
Sale of common stock		-		-		89,500		90		178,910		-			179,000
Net loss		-		-		-		-		-		(530,827	)		(530,827	)
Balance - March 31, 2022		292,000	$	292		9,979,575	$	9,980	$	1,221,082	$	(1,139,813	)	$	91,541

	March 31, 2022		March 31, 2021
Prepaid rent	$	6,759	$	5,759
Prepaid cards inventory		77,900		49,313
Prepaid Business Identification Number		180,847		100,000
Other		5,000		-
Total	$	270,506	$	155,072

	Estimated Life	March 31, 2022			March 31, 2021
Furniture and fixtures	5 years	$	121,019		$	112,519
Office equipment	3 years		5,500			-
Vehicle	5 years		97,991			97,991
Property and equipment, gross			224,010			210,510
Less: Accumulated depreciation			(88,725	)		(46,337	)
Total		$	135,285		$	164,173

Loan payable	$	56,458		$	68,670
	March 31, 2022			March 31, 2021
Loan payable	$	56,458		$	68,670
Less: Current portion		(12,699	)		(12,212	)
Loan Payable - Non-current portion	$	43,759		$	56,458

2023	$	12,699
2023	$	12,699
2024		13,231
2025		13,762
2026		14,321
2027		2,445
Total	$	56,458

	March 31, 2022			March 31, 2021
Deferred:
Federal	$	(187,613	)	$	(76,897	)
State		—			—
Change in valuation allowance		187,613			76,897
Income tax expense (benefit)	$	—		$	—

	March 31, 2022			March 31, 2021
Tax at statutory tax rate		21	%		21	%
State taxes		—			—
Other permanent items		—			—
Valuation allowance		-21	%		-21	%
Income tax expense		—			—

	March 31, 2022			March 31, 2021
Deferred tax assets:
Net operating loss carry forward	$	187,613		$	76,897
Total gross deferred tax assets		187,613			76,897
Less: valuation allowance		(187,613	)		(76,897	)
Net deferred tax assets	$	—		$	—

Name		Age		Title
James Koh*		54		President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors

	●	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

	●	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	●	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	●	Engaging in any type of business practice; or

	●	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	●	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

	●	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;