BCRD 10-Q
BlueOne Technologies, Inc. (BCRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended
OR
For the transition period from ___________ to _____________
Commission File No.
(Exact name of small business issuer as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(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 past 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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Exchange Act). Yes ☐
No
The number of shares of Common Stock, $ par value, of the registrant
outstanding at August 8, 2026, was shares.
TABLE OF CONTENTS
| 2 |
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.
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PART I.
Item 1. Financial Statements.
BLUEONE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | March 31, 2026 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid deposits and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Software, net | ||||||||
| Goodwill | ||||||||
| Right-of-use asset | ||||||||
| Deposits | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Compensation payable to officer | ||||||||
| Deferred revenue | ||||||||
| Related party payables | ||||||||
| Loan payable, current portion | ||||||||
| Lease liabilities - current maturity | ||||||||
| Total Current Liabilities | ||||||||
| Loan payable, non-current portion | ||||||||
| Lease liabilities - net of current maturity | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (See Note 8) | ||||||||
| Stockholders' Equity | ||||||||
| Preferred stock, $ par value; shares authorized, Series A Preferred Stock, shares designated, shares and shares issued and outstanding at June 30, 2026 and March 31, 2026, respectively. | ||||||||
| Common stock, $ par value; shares authorized, shares and shares issued and outstanding at June 30, 2026 and March 31, 2026, respectively. | ||||||||
| Additional paid in capital | ||||||||
| Stock subscriptions received | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total BlueOne Card Inc. Stockholders' Equity | ||||||||
| Non-controlling interest in subsidiary | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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BLUEONE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Operating Expenses | ||||||||
| Cost of revenues (excluding software amortization included in G&A) | ||||||||
| 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 Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Net Income (Loss) of subsidiary attributable to non-controlling interest | ||||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted Net Income (Loss) Attributable to Common Shareholders Per Share | $ | ) | $ | ) | ||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
BLUEONE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
For the Three Months Ended June 30, 2026
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Non- controlling | Total | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Interest | Equity | ||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Sale of common stock | – | – | ( | ) | ||||||||||||||||||||||||||||||
| Debt Conversion (adjustment) | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
For the Three Months Ended June 30, 2025
| Preferred Stock | Common Stock | Additional Paid-in | Subscriptions | Accumulated | Non- controlling | Total | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Received | Deficit | Interest | Equity | ||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Sale of common stock | – | |||||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
BLUEONE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Inventory reserve | ||||||||
| Non-cash rent expense | ( | ) | ||||||
| Amortization of software | ||||||||
| Credit loss expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase)/decrease in accounts receivable | ( | ) | ||||||
| (Increase)/Decrease in inventory | ||||||||
| (Increase)/Decrease in prepaid deposits and other current assets | ( | ) | ||||||
| Increase/(Decrease) in accounts payable and accrued liabilities | ||||||||
| Increase/(Decrease) in compensation payable to officer | ||||||||
| Increase/(Decrease) in deferred revenue | ( | ) | ( | ) | ||||
| Increase/(Decrease) in related party payables | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash paid for purchase of internal-use software costs | ||||||||
| Cash paid for purchase of property and equipment | ( | ) | ||||||
| Cash proceeds from long term assets | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Cash proceeds from sale of common stock | ||||||||
| Cash paid to related party for acquisition of subsidiary | ||||||||
| Cash proceeds from related party | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net (Decrease) in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of the Year | ||||||||
| Cash - End of the Year | $ | $ | ||||||
| Supplemental Disclosures of Cash Flows | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||
| Present value of initial lease liability and right-of-use asset | $ | $ | ||||||
| Issuance of payable for acquisition | $ | $ | ||||||
| Issuance of common stock for acquisition of subsidiary | $ | $ | ||||||
| Non-controlling interest acquired | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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BLUEONE TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026 and 2025
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION
General
BlueOne Technologies, Inc. was incorporated on July 6, 2007 under the laws of the state of Nevada. The Company and its subsidiary (the “Company”) provides innovative payout solutions and prepaid debit card and gift card solutions to consumers and corporations transforming card-to-card cross border real time global money transfers.
On October 25, 2024, the Company entered
into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millennium EBS, Inc., a New Jersey corporation
(“MEI”), and Shinto Matthew, a shareholder owning 6,000,000 shares of common stock of MEI (the
“Shareholder”). Pursuant to the Agreement, the Company acquired
shares of common stock of MEI (constituting 60% of the outstanding issued securities of MEI) owned by the Shareholder (the
“MEI Shares”) in exchange (the “Exchange”) for
shares of the common stock of the Company (the “BCI Shares”). Subject to a 30-day grace period, the Company agreed to
pay to the Shareholder $
Going Concern
These condensed consolidated 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 for the three months ended June 30, 2026, a net
loss attributable to common stockholders of $
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Basis of Presentation
The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiary. The preparation of interim condensed financial statements requires management to make assumptions and estimates that impact the amounts reported. The interim condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These interim condensed consolidated financial statements, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended June 30, 2026 and 2025; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed consolidated financial statements, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the SEC on July 13, 2026. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period.
The Company accounts for its non-controlling interest in Millenium EBS, Inc. in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total stockholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations.
Principles of Consolidation
The Company’s condensed consolidated financial statements include the financial statements of its majority-owned subsidiary Millenium EBS, Inc. In the preparation of unaudited consolidated financial statements of the Company, intercompany transactions and balances have been eliminated and net earnings (losses) are reduced by the portion of the net loss of subsidiary applicable to non-controlling interests.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summary of the significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to US GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of its assets, liabilities, equity and operations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about its estimates that are not readily apparent from other sources. Significant estimates in the accompanying financial statements include the valuation of note receivable and accounts receivable, valuation of internal-use software, valuation of fair value of assets acquired and liabilities assumed in a business combination, valuation of common stock consideration in a business combination, valuation of acquired intangible assets and goodwill, valuation of lease liabilities and right-of-use assets, valuation of stock-based compensation and valuation of deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| 9 |
Cash and Cash Equivalents
The Company considers all highly liquid
instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did
Concentration
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 June 30, 2026 and March 31, 2026, the Company did not have any cash balances in a financial institution which exceeded federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operation and cash flow.
Significant Vendor and Concentration
The Company relied solely on one vendor for key components and processing services related to the manufacturing, distribution and servicing of its prepaid debit cards and gift cards. The same vendor was also the sole developer and provider of the software for the Company’s operations. The Company terminated its relationship with this vendor on or around December 18, 2023, and entered into an agreement with a new vendor on February 27, 2024. The Company has paused its agreement with the new vendor, awaiting the vendor to engage a bank to service the Company’s prepaid debit cards and gift cards. The Company will resume its agreement with the vendor as soon as the vendor engages a bank.
Accounts Receivable
The Company recognizes an allowance for losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible.
The Company has adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for credit losses on accounts receivable is recognized in general and administrative expenses.
The Company has recorded $
The Company recorded allowance for credit losses as follows:
| Balance - March 31, 2026 | $ | |||
| Credit losses expense | ||||
| Less Credit losses written off | ||||
| Balance – June 30, 2026 | $ |
Accounts receivable at June 30, 2026 and March 31, 2026 consisted of the following:
| June 30, 2026 | March 31, 2026 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable - net | $ | $ | ||||||
| 10 |
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 years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.
Internal-Use Software
Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.
The Company conducts a qualitative assessment of internal-use software impairment using the guidelines of ASC 350-40-35-1 Internal-Use Software. If impairment is indicated, then the Company conducts a quantitative impairment test under ASC 360 for long lived assets.
Segment Reporting
The Company operates as a operating segment. The Company's Chief Executive Officer, who is the Company's Chief Operating Decision Maker (“CODM”), reviews financial information and evaluates the Company's operating performance and allocation of resources on a consolidated basis.
The CODM evaluates the Company's performance primarily based on revenues and loss from operations. The Company does not maintain separate operating segments or separate financial information for purposes of allocating resources or assessing performance.
The Company's reportable segment measure of profit or loss is loss from operations. The significant expense categories regularly provided to and reviewed by the CODM in evaluating operating performance include:
| · | Cost of revenues; | |
| · | Legal and filing fees; | |
| · | Rent; and | |
| · | General and administrative expenses. |
The Company operates as a single business unit and does not have separate reportable segments based on products, services, or geographic areas. All material assets of the Company are located in the United States.
| 11 |
Long-lived Assets
In accordance with Accounting Standards Codification
(“ASC”) ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets including internal-use
software and intangible assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying
amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in
excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses
combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that
the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is
assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the
use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess
of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The
impairment loss is recorded as an expense and a direct write-down of the asset.
Business Combination
The Company accounts for business acquisitions using the acquisition method of accounting where the assets acquired, and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition. The Company evaluates acquisitions pursuant to ASC 805, “Business Combinations,” to determine whether the acquisition should be classified as either an asset acquisition or a business combination.
Payment Hub Intangible Asset
In connection with the acquisition of Millennium EBS, the Company recognized the Payment Hub intangible asset as an identifiable finite-lived intangible asset. The asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable in accordance with ASC 360.
During the current fiscal year, the Company reclassified the Payment Hub asset from goodwill to an identifiable finite-lived intangible asset based upon management’s evaluation and the related purchase price allocation. The Payment Hub intangible asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable under ASC 360.
| 12 |
Leases
The Company has operating leases for its offices. Management determines if an arrangement is a lease at inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company with the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease.
The Company accounts for its vehicle leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is consummate with the respective lease term. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term.
In calculating the right of use asset and lease liability, the Company elects to include only the lease components as permitted under ASC 842. The Company expenses non-lease components as incurred. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.
Fair value of Financial Instruments and Fair Value Measurements
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company has established a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of accounts receivable, prepaid assets, accounts payable and accrued liabilities, related party payable, and lease liability. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
| 13 |
Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue from Contracts with Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows:
(1) Identify the contract(s) with a customer.
(2) identify the performance obligations in the contract.
(3) determine the transaction price.
(4) allocate the transaction price to the performance obligations in the contract; and
(5) recognize revenue when or as you satisfy a performance obligation.
The Company records the revenue once all the above steps are completed.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The Company’s parent recognizes revenues from card sales when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company’s parent will recognize revenue from card service fees and card transactions once the service or transaction is completed, respectively. The Company’s parent recognize implementation fees, which are considered as distinct services and a separate performance obligation, at a point in time once the implementation services are completed or if the Company receives non-refundable fees and the contract is subsequently terminated.
Subscription and licensing revenues are derived from contracts with customers for use of its subsidiary’s Millenium Payment Hub platform, which is available as a standalone product, but it can also be customized. Subscription revenues are recognized over time on a pro-rata basis over the applicable subscription contractual periods, ranging from one month to five years, and licensing revenues may be recognized at a point in time or over time depending upon the provisions in the customer contract.
Implementation revenues, which are considered as distinct services and a separate performance obligation, are derived from implementing our majority-owned subsidiary’s Millenium Payment Hub platform, as a SaaS for customers requiring and/or requesting customization and includes: (i) assessing the scope; and (ii) providing services associated with designing, building, deploying and modifying the Customer Instance (including all other Customer Solutions). Such customization may include implementation of additional connectors, integration with other card issuing platforms, implementation of compliance features, development of a mobile application for end users, and enablement of international remittance capabilities. This includes all activities related to configuring, installing, and ensuring that the system is fully operational. Implementation revenues are recognized at the point in time when the implementation is finished, and the customer is able to use the system. Costs of each implementation are accumulated and capitalized until such time the implementation project has been completed, at which time the related implementation revenue is recognized and the costs of implementation are reclassified to cost of revenues.
Payments received from customers are recorded as deferred revenues until the revenue recognition criteria are met.
| 14 |
Revenue Disaggregation and Deferred Revenues
The Company records revenues from the implementation of services, licensing fees and subscription services, respectively. Revenues for the three months ended June 30, 2026 and 2025, are as follows:
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Implementation fees – services - point in time | $ | $ | ||||||
| License fees – at a point in time | ||||||||
| Subscription fees – over time | ||||||||
| Total revenues | $ | $ | ||||||
The Company recorded deferred revenues as follows:
| Balance - March 31, 2026 | $ | |||
| Additions to Deferred Revenue | ||||
| Revenue recognized during the three months ended June 30, 2026 | ( | ) | ||
| Balance – June 30, 2026 | $ |
Deferred revenue at June 30, 2026 is expected to be recognized as revenues over the nine months ended March 31, 2027.
Cost of Revenues
Cost of revenues include (i) labor costs associated with the implementation of services and subscription revenues of internal-use software, and (ii) product costs incurred from the sale of prepaid debit/gift cards.
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.
| 15 |
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.
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 exceed 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.
| 16 |
Non-controlling interests
The Company follows ASC Topic 810, “Consolidation”, governing the accounting for and reporting of non-controlling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. The net loss attributed to NCI was separately designated in the accompanying unaudited condensed consolidated statements of operations. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed to their share of losses even if that attribution results in a deficit NCI balance.
| Fair market value of Millenium EBS assets at acquisition date | $ | |||
| Allocation of non-controlling interest | ||||
| Initial non-controlling interest at acquisition | ||||
| Loss allocated to non-controlling interest for the period from December 14, 2024 to March 31, 2025 | ( | ) | ||
| Non-controlling interest – March 31, 2025 | $ | |||
| Loss allocated to non-controlling interest for the period from April 1, 2025 to March 31, 2026 | ( | ) | ||
| Non-controlling interest – March 31, 2026 | $ | |||
| Loss allocated to non-controlling interest for the period from April 1, 2026 to June 30, 2026 | ( | ) | ||
| Non-controlling interest – June 30, 2026 | $ |
The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. The Company computes Basic EPS by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and convertible preferred stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss computation of basic and diluted net loss per common share: | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| – | ||||||||
| Basic and diluted net loss per share: | ||||||||
| Basic and diluted net loss per common share | $ | ) | ) | |||||
| Basic and diluted weighted average common shares outstanding | ||||||||
Potential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-dilutive, are as follows as of June 30, 2026 and 2025, respectively, (in common equivalent shares):
| June 30, 2026 | June 30, 2025 | |||||||
| Preferred Stock | ||||||||
| Total anti-dilutive weighted average shares | ||||||||
| 17 |
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment, stated at cost, consisted of the following:
| Estimated Life | June 30, 2026 | March 31, 2026 | ||||||||
| Furniture and fixtures | $ | $ | ||||||||
| Leasehold Improvements | ||||||||||
| Office Equipment | ||||||||||
| Vehicle | ||||||||||
| Property and equipment, gross | ||||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||||
| Total | $ | $ | ||||||||
Depreciation and amortization expense for
the three months ended June 30, 2026 and March 31, 2026 totaled $
NOTE 4 – ACQUISITION OF MILLENIUM EBS, INC. AND NON-CONTROLLING INTEREST
On October 25, 2024, the Company entered
into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millenium EBS, Inc. whereby the principal owner
of EBS agreed to sell
shares of EBS (constituting 60% of the issued and outstanding shares of MEI), to the Company in exchange for (i) shares
of the Company valued at $4.00 per share based on the last sale of common shares in the last capital raises totaling
$8,400,000 (due on the Closing Date of Agreement), and (ii) $
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Millenium EBS Inc. owns a comprehensive payment
orchestration and modernization platform, designed to streamline and manage financial transactions across various channels such as Swift,
RTGS, ACH, FedNow, and Fedwire. By integrating diverse payment systems into a unified framework, the platform allows financial institutions
to enhance operational efficiency and flexibility while adhering to regulatory requirements. Upgrades and enhancements are capitalized
if it is probable that those expenditures will result in additional functionality. Amortization shall be provided for on a straight-line
basis over the expected useful lives of the software cost and related upgrades and enhancements. The cost of the MPH is being amortized
over its estimated useful life of
| Consideration paid for acquisition | $ | |||
| % of Millenium EBS acquired | ||||
| Total fair market value of Millennium EBS net assets | $ | |||
| Assets Acquired | ||||
| Deferred Costs | $ | |||
| Payment Hub Intangible Assets | ||||
| Total Assets Acquired | ||||
| Liabilities Assumed: | ||||
| Accounts Payable | $ | ( | ) | |
| Non-controlling interest | ( | ) | ||
| Purchase Price | $ | |||
| Non-controlling interest | ||||
| Fair market value of Millenium EBS assets at acquisition date | $ | |||
| Allocation of non-controlling interest | ||||
| Initial non-controlling interest at acquisition | ||||
| Loss allocated to non-controlling interest for the period from December 14, 2024 to March 31, 2025 | ( | ) | ||
| Non-controlling interest – March 31, 2025 | $ | |||
| Loss allocated to non-controlling interest for the period from April 1, 2025 to March 31, 2026 | ( | ) | ||
| Non-controlling interest – March 31, 2026 | $ | |||
| Loss allocated to non-controlling interest for the period from April 1, 2026 to June 30, 2026 | ( | ) | ||
| Non-controlling interest – June 30, 2026 | $ |
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Acquisition of Millennium EBS, Inc. on December 13, 2024
On December 13, 2024, the Company acquired
The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values:
Assets Acquired:
Deferred costs $
Payment Hub intangible asset $
Liabilities Assumed:
Accounts payable $(
Noncontrolling Interest $(
Purchase price $
The Payment Hub intangible asset represents an identifiable finite-lived intangible asset acquired in connection with the acquisition of Millennium EBS. The Company is amortizing the Payment Hub intangible asset over its estimated useful life and evaluates the asset for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.
The allocation of the purchase price is preliminary and subject to adjustment as the Company completes its fair value assessment of assets acquired and liabilities assumed during the measurement period.
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NOTE 5 – INTERNAL-USE SOFTWARE
The Company recorded capitalized costs of
$
| Useful Life (years) | June 30, 2026 | March 31, 2026 | ||||||||||
| Prepaid Debit/Credit Card software | $ | $ | ||||||||||
| Millenium Payment Hub platform | ||||||||||||
| Other Intangible asset - Payment Hub | ||||||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||||||
| Total | $ | $ | ||||||||||
The carrying value of the MPH software and related accumulated amortization is summarized in the table below:
| Millenium Payment Hub | ||||
| Carrying value of MPH software - date of acquisition December 13, 2024 (Subject to measurement period revaluation – See Note 5) | $ | |||
| Additions: Reclassification of Payment Hub intangible asset | ||||
| Less: Amortization | ( | ) | ||
| Carrying Value at June 30, 2026 | $ | |||
Amortization expense for the period from April
1, 2026 to June 30, 2026 totaled $
Total estimated future amortization expense for the intangible asset is as follows:
| Fiscal Year ended December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
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NOTE 6 – RELATED PARTY TRANSACTIONS
| Related Party Payables: |
| June 30, 2026 | March 31, 2026 | |||||||
| Payable to Chief Executive Officer | $ | $ | ||||||
| Payable to sole stockholder of Millenium EBS Inc., Director | ||||||||
| Payable to Millenium Consultants, Inc. | ||||||||
| Total | $ | $ | ||||||
The Company’s Chief Executive Officer (“CEO”),
from time to time, has provided advances to the Company for its working capital purposes. The CEO had advanced funds to the Company totaling
$
On December 1, 2020, the Company entered into
an employment agreement with its CEO for a three-year term, for an annual compensation of $
Pursuant to the terms of MEI acquisition,
the Company is obligated to pay to the sole stockholder of MEI cash consideration of $
The Company is obligated to pay for services
to Millenium Consultants, Inc., an entity owned by the sole selling stockholder of MEI and director, totaling $
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 as of June 30, 2026:
| Vehicle | Office Lease | Total | ||||||||||
| Right-of-use asset, net | $ | $ | $ | |||||||||
| Current lease liabilities | $ | $ | $ | |||||||||
| Non-current lease liabilities | ||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||
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Vehicle
On May 17, 2025, the Company executed a
non-cancellable operating lease for a vehicle with the lease commencing on May 17, 2025 for a three-year term. The Company paid
$
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 minimum lease payments are as follows:
| For the years ending | Vehicle | |||
| March 31, 2026 | $ | |||
| 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 $259 per month. The Company paid a security deposit of $259 on September 7, 2020. The monthly rent increased to
$279 effective January 1, 2021 and then to $289 effective October 1, 2022. The Company has recorded rent expenses of $
On October 26, 2020, the Company executed a
non-cancellable operating lease agreement for its principal office for a monthly rent of $5,500, with the lease commencing on
November 1, 2020 for a period of 12 months. The Company paid a security deposit of $5,500 on October 28, 2020. On November 25,
2021, the Company executed a month-to-month lease for this office facility at a monthly rental of $6,500. The Company has recorded
rent expenses of $
The Company has recorded total rent expense
for all above leases of $
The Company has considered the provisions of ASC 842 Topic 842 “Leases”. The Company has elected not to recognize lease assets and lease liabilities for leases with a term of 12 months or less, as it is permitted to make an accounting policy election. The Company records the rent expense on a straight-line basis ratable over the term of the lease.
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Employment Agreement
On March 10, 2026, the Company entered into an Employment Agreement with Nabil A. Bader which was filed on Form 8-K on March 16, 2026. Mr. Bader, 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.
We have not yet established a formal compensation program for Mr. Bader but intend to develop one in the future.
On December 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with its President, CEO, Secretary, and Chairman (the “Officer”). The initial term of the Agreement is for three years and, if written notice is not provided within 90 days of the termination of each term, the term is automatically extended for an additional one-year term. The Agreement may be terminated by either party upon 90 days’ prior written notice. Whether the Agreement is terminated without “Cause,” for “Good Reason,” or for “Cause,” as defined in the Agreement, determines what compensation is owed and when. There is also a 30-day cure period for any termination for “Cause,” as defined in the Agreement. The Agreement contains confidentiality, non-compete, and non-solicitation provisions. Pursuant to the terms of Agreement, Mr. Koh is entitled to bonuses, reimbursement of expenses, a vehicle allowance, four weeks of paid vacation, and other incentives. The Agreement does provide for payments to be made as a result of any “Change in Control,” as defined in the agreement. Pursuant to the Agreement, the Officer is entitled to an annual base salary of $150,000 and that amount is subject to an automatic 10% annual increase on the anniversary date (See Note 7).
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. He maintains his position as our Chairman of the Board of Directors.
We have not yet established a formal compensation program for Mr. Koh in his position as our Chairman but intend to develop one in the future.
Legal Costs and Contingencies
In the normal course of business, the Company incurs costs to hiring and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.
If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable. The Company was not aware of any loss contingencies as June 30, 2026.
Acquisition Payable
As discussed in Note 5, the acquisition payable of $
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NOTE 8 – STOCKHOLDERS’ EQUITY
The Company’s capitalization at June 30, 2026 and March 31, 2026 was authorized common shares with a par value of $ per share, and authorized preferred shares with a par value of $ per share.
Common Stock
During the three months ended June 30, 2026
and 2025, the Company sold shares
and shares
of its common stock and received cash consideration of $
On March 4, 2026, the Company converted $
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 preference and other rights and restrictions relating to any series. Issuance 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
Of the authorized preferred shares, shares have been designated as Series A. There are shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the Holders of junior capital stock, including Common Stock, an amount equal to $0.001 per share [the “Liquidation Preference”]. If upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the Holders of the Series A Preferred Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Company shall be distributed ratably among the holders of the Series A Preferred Stock and parity capital stock, if any. Neither the consolidation or merger of the Company nor the sale, lease or transfer by the Company of all or a part of its assets shall be deemed liquidation, dissolution or winding up of the Company for purposes of these Liquidation Rights.
Stock Splits, Dividends and Distributions
If the Company, at any time while any Series A Convertible Preferred Stock is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Company, the conversion ratio, as defined, shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
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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 June 30, 2026 and March 31, 2026, respectively.
2022 Stock Incentive Plan
On March 11, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”). The purposes of the 2022 Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.
The 2022 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors. Awards may be made under the 2022 Plan for up to shares of common stock of the Company. Only employees of our Company or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2022 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code. As of June 30, 2026 and March 31, 2026, shares of common stock awards remain available for issuance pursuant to 2022 Plan. As of June 30, 2026, there are stock options outstanding under the 2022 Plan.
No option awards may be exercisable more than ten years after the date it is granted. In the event of termination of employment for cause, the options terminate on the date of employment is terminated. In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate or transferee has six months following the date of termination to exercise options received at the time of disability or death. In the event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.
The 2022 Plan will continue in effect until all the stock available for grant or issuance has been acquired through the exercise of options or grants of shares, or until ten years after its adoption, whichever is earlier. Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets. There were new issuances of stock options or awards during the three months ended June 30, 2026
NOTE 9 – SUBSEQUENT EVENTS
On March 4, 2026, the Company converted $430,000 of indebtedness owed to Shinto Matthew into equity, pursuant to which the Company agreed to issue 95,555 shares of its common stock. The common stock shares related to this conversion were subsequently issued on June 11, 2026.
| 26 |
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 Technologies, Inc. is a publicly traded financial technology company undergoing a significant strategic transformation. Following our acquisition of Millennium EBS (“Millennium”), a sophisticated fintech platform provider, we have evolved from our foundational business in prepaid card program management to now a diversified, global provider of advanced payment infrastructure solutions for banks, financial institutions (FIs), and emerging fintech companies.
Our mission is to empower financial organizations worldwide to modernize their payment systems, accelerate innovation, and meet complex regulatory requirements with our agile, scalable, and compliant technology platforms. We operate at the intersection of regulatory compliance and payment innovation, positioning the Company to capitalize on major, non-discretionary shifts in the global financial landscape.
Strategic Transformation: The Millennium EBS Inc. Acquisition
The acquisition of Millennium EBS represents a pivotal event in the Company’s history, fundamentally complementing our business model and growth trajectory. Millennium brings a proprietary, state-of-the-art technology platform and deep domain expertise in critical areas of financial technology. This acquisition has immediately expanded our total addressable market and shifted our primary focus toward the high-growth, business-to-business (B2B) in the traditional banking, payments and the fintech sector. Our strategy is now centered on leveraging the Millennium EBS platform to deliver a comprehensive suite of “Payment Hub” related services.
Our Core Offerings and Solutions
Our operations are now organized around two principal service lines:
1. Fintech and Payment Hub Solutions (via Millennium EBS) This is our primary engine for growth and innovation. The Millennium platform provides the infrastructure that enables Banks, financial institutions, processors and fintechs to manage, process, and optimize payment flows efficiently. Key solutions include:
| · | Payment Hub and Orchestration Platform: A centralized solution that allows banks and FIs to streamline all payment types (e.g., ACH, wire, card, real-time payments) through a single, integrated hub. This reduces operational complexity, lowers costs, and enhances flexibility. | |
| · | ISO20022 Migration and Compliance: The global financial industry is undergoing a mandatory transition to ISO 20022, a new, data-rich messaging standard. This transition presents a significant technological challenge for most banks. Millennium’s platform is designed to act as an accelerator, helping institutions fast-track their ISO 20022 adoption, meet compliance deadlines, and unlock the value of enriched data which can be used within all platforms at financial institutions and other service providers. | |
| · | Remittance-as-a-Service (RaaS): We provide a turnkey platform for fintech companies and other businesses seeking to launch and operate cross-border remittance services, significantly lowering their barrier to entry and accelerating time-to-market. |
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2. Remittance Program via BlueOne Pay
BlueOne Technologies, Inc. will now introduce BlueOne Pay, a platform which will enable a seamless, low-cost conversion of stablecoin USDT (Tether) into USD, delivering funds through bank transfers, prepaid cards, or cash pick up. After customers are verified under KYC in compliance with regulatory standards (one-time verification), they will be able to send USDT to a BlueOne Pay wallet address, where BlueOne will then convert the widely used USDT to USD using either our liquidity provider or exchange partner.
This is a cost-effective solution than traditional bank wires or SWIFT, considering many users and underserved groups receive crypto currency, but lack ways to convert it into USD. Moreover, BlueOne’s remittance program via BlueOne Pay, is designed to comply with U.S. financial institutions and regulations, and also under the current Trump administration endorsing pro-innovation regulatory environment, stablecoins such as USDT are becoming increasingly accepted as payment and for remittance. The Trump administration has expressed support for U.S. dollar backed stablecoins, provided it is fully backed and regulated which will allow stablecoin remittance and fintech growth. BlueOne Card’s remittance program is structured to meet these standards.
Market Opportunity and Growth Strategy
We are positioned to capitalize on powerful, long-term trends in the global financial services industry, including the mandatory transition to ISO 20022, the modernization of legacy banking systems, and the growth in digital remittances. Our growth strategy is focused on global expansion, targeting banks and financial institutions in North America, Europe, and Asia.
Regarding remittance, more than $150 billion outbound remittances are sent annually in the U.S., and over 500 million people are globally utilizing and own crypto assets including USDT. USDT is the most widely used stable coin, with a daily trading volume exceeding $70 billion.
The target demographic including the underbanked, freelancers, immigrants, and digital nomads prefer USDT compared to the timely and more costly SWIFT, and this will lead to global revenue generation with BlueOne Pay with FX cost and remittance fees.
Recent Developments and Key Partnerships
To execute our strategy, we have recently secured key commercial agreements that validate our technology and market approach:
| · | Abeam Consulting (Word’s Best Management Consulting Firms 2024, Selection by U.S. Forbes Magazine): We have formed a strategic partnership with a global business consulting firm, Abeam Consulting, to leverage their extensive network of banking clients to promote and implement our ISO 20022 and Payment Hub solutions. | |
| · | Ongoing ISO 20022 Implementations: We have secured an engagement with a large commercial bank in Nepal to facilitate its transition to the ISO 20022 standard, serving as a critical reference case in the South Asian market. This deal also expected bring more banks as Millennium’s customer. Other areas currently focused is Sri-Lanka, Middle East and Arica. | |
| · | Millennium EBS is in discussions to form a strategic partnership with a Fortune 500 company that serves over 600 financial institutions in more than 140 countries. The goal of this collaboration is to expand the global reach and implementation of our ISO 20022 compliant Payment Hub platform, enabling financial institutions to modernize their payment infrastructure, meet regulatory requirements, and streamline cross-border transactions. |
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Background
BlueOne Technologies, Inc. (formerly known as “Avenue South Ltd.,” “TBSS International, Inc.,” “Manneking Inc.” or BlueOne Card, 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. and got 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 March 11, 2026, the Company filed a corporate action request with FINRA to change its name from BlueOne Card, Inc. to BlueOne Technologies, Inc. The name change became effective on April 15, 2026, and the Company’s common stock continues to trade on the OTC market under the symbol “BCRD.”
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.
Acquisition of Millenium EBS, Inc.
The acquisition includes ownership of the Millennium EBS Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance BlueOne Card’s ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.
| · | Revenue Growth: The combined Company anticipates potential revenue growth in revenue over the next year, driven by the new integrated Payment Hub platform. | |
| · | Stock Transaction: Millennium EBS shareholders received approximately 17% equity ownership stake in BlueOne Card, while BlueOne will own a 60% stake in Millennium EBS. | |
| · | Synergies: The acquisition is expected to create substantial synergies by integrating Millennium EBS’s advanced payment orchestration platform with BlueOne Technologies’ established international platform, accelerating both domestic and global growth. | |
| · | Future Outlook: The Company aims to work towards meeting NASDAQ listing requirements by Q4 2027, subject to market conditions and other factors. |
Significance of the Acquisition
The Millennium EBS Payment Hub has successfully enabled a major banking institution in Sri Lanka and Gayana to transition to ISO20022 standards and is now in use, showcasing its role as the ultimate solution for banks seeking scalability, compliance, and secure financial messaging. The platform integrates diverse payment systems into a cohesive framework, offering seamless multi-channel payment processing. This acquisition shifts BlueOne Technologies’ position from a planned leasing agreement to full ownership, enabling us to provide payment services directly to banks and generate significant revenue from financial institutions that utilize our platform.
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Strategic Goals
| 1. | Empowering Financial Institutions: By acquiring Millennium EBS, BlueOne Technologies is positioned to support small and medium-sized banks worldwide in modernizing their payment operations. The platform will streamline payment processing across channels such as Swift, RTGS, ACH, FedNow, and Fedwire, offering banks an efficient path to meeting ISO 20022 compliance requirements. | |
| 2. | Expanding Remittance Services: The acquisition enables BlueOne Technologies to establish a robust remittance platform, allowing users to send money globally without needing a traditional bank account. This new service will generate revenue on each transaction, with convenient options for loading money at locations such as Walmart and 7-Eleven. | |
| 3. | Driving Operational Efficiency: Full ownership of the Millennium EBS Payment Hub allows BlueOne Technologies to integrate and optimize payment processes, enhancing operational efficiency for banks. By offering this comprehensive solution, the Company aims to meet the evolving demands of the financial sector while capitalizing on new revenue streams. |
Critical Accounting Policies and Estimates
We apply the following critical accounting policies in the preparation of our financial statements:
Accounts Receivable
The Company recognizes an allowance for credit losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible.
The Company has adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized in general and administrative expenses.
Internal-Use Software
Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced with new software, the unamortized costs of the old software is 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.
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Business Combination
The Company accounts for business acquisitions using the acquisition method of accounting where the assets acquired and the liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition. The Company evaluates acquisitions pursuant to ASC 805, “Business Combinations,” to determine whether the acquisition should be classified as either an asset acquisition or a business combination.
Payment Hub Intangible Asset
In connection with the acquisition of Millennium EBS, the Company recognized the Payment Hub intangible asset as an identifiable finite-lived intangible asset. The asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable in accordance with ASC 360.
During the current fiscal year, the Company reclassified the Payment Hub asset from goodwill to an identifiable finite-lived intangible asset based upon management’s evaluation and the related purchase price allocation. The Payment Hub intangible asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable under ASC 360.
Stock-based Compensation
The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under ASU 2018-07 which aligns the measurement date criteria for non-employees with ASC 718 for employees, the fair value of common stock issued for payments to non-employees is measured on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation—Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.
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Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue from Contracts with Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows:
| (1) | Identify the contract(s) with a customer. | |
| (2) | identify the performance obligations in the contract. | |
| (3) | determine the transaction price. | |
| (4) | allocate the transaction price to the performance obligations in the contract; and | |
| (5) | recognize revenue when or as you satisfy a performance obligation. |
The Company records the revenue once all the above steps are completed.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The Company’s parent recognizes revenues from card sales when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company’s parent will recognize revenue from card service fees and card transactions once the service or transaction is completed, respectively. The Company’s parent will recognize implementation fees which are considered as distinct services and a separate performance obligation, at a point in time once the implementation services are completed or if the Company receives non-refundable fees and the contract is subsequently terminated.
Subscription revenues are derived from contracts with customers for use of its subsidiary’s Millenium Payment Hub platform, which is available as a standalone product, but it can also be customized. Subscription revenue is recognized over time on a pro-rata basis over the applicable subscription contractual period, ranging from one month to five years.
Implementation revenues which are considered as distinct services and a separate performance obligation, are derived from implementing our majority-owned subsidiary’s Millenium Payment Hub platform, as a SaaS for customers requiring and/or requesting customization and includes: (i) assessing the scope; and (ii) providing services associated with designing, building, deploying and modifying the Customer Instance (including all other Customer Solutions). Such customization may include implementation of additional connectors, integration with other card issuing platforms, implementation of compliance features, development of a mobile application for end users, and enablement of international remittance capabilities. This includes all activities related to configuring, installing, and ensuring that the system is fully operational. Implementation revenues are recognized at the point in time when the implementation is finished, and the customer is able to use the system. Costs of each implementation are accumulated and capitalized until such time the implementation project has been completed, at which time the related implementation revenue is recognized, and the costs of implementation are reclassified to cost of revenues.
Payments received from customers are recorded as deferred revenues until the revenue recognition criteria are met.
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Recent Accounting Pronouncements
See Note 2 of Notes to the Consolidated Financial Statements contained in this Form 10-Q for management’s discussion of recent accounting pronouncements.
Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months June 30, 2025 (Unaudited)
Revenues and Cost of Revenues
We recorded $11,000 in revenues from the implementation of services, licensing fees, and subscription revenues of internal-use software under Millenium Payment Hub platform provided to the customers, for the three months ended June 30, 2026. We recorded $95,556 in revenues from the implementation of internally generated software under Millenium Payment Hub platform provided to customers for the three months ended June 30, 2025. We did not sell any prepaid debit or gift cards to the customers during the three months ended June 30, 2026 and 2025, respectively.
Cost of revenues associated with the implementation of services, licensing fees and subscription revenues of internal-use software under Millenium Payment Hub for services excludes software amortization, which is included in general and administrative expense, totaled $18,831 and $35,060 for the three months ended June 30, 2026 and 2025, respectively. Cost of revenues from the sale of prepaid debit/gift cards for the three months ended June 30, 2026 and 2025 was $0, respectively.
Operating Expenses
Operating expenses incurred by the Company included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, research and development, rent, payroll, travel, software amortization and other general and administrative expenses. We recorded operating expenses of $293,212 and $433,479 for the three months ended June 30, 2026 and 2025, respectively. The net decrease in operating expenses of $140,267 was primarily due to decrease in combined expenses of BlueOne Technologies Inc. and Millenium EBS Inc. (acquired on December 13, 2024). The decrease in expenses resulted due to decrease in consulting expenses, marketing expenses, professional fees relating to legal accounting & audit fees, software amortization, and other general and administrative expenses.
Other Income (Expense)
Interest expense related to financing the purchase of Company vehicle and credit card interest totaled $5,309 and $5,590 for the three months ended June 30, 2026 and 2025, respectively. Interest expense decreased primarily as a result of credit card interest for the three months ended June 30, 2026, as compared to the same period in 2025.
Non-controlling interest
We recorded non-controlling interest of loss in our majority-owned subsidiary Millenium EBS (acquired on December 13, 2024) allocated to the non-controlling interest owners of the subsidiary of $68,284 and $69,483 for the three months ended June 30, 2026 and 2025, respectively.
Net Loss
We reported a net loss of $287,522 and $343,513 for the three months ended June 30, 2026 and 2025, respectively. The decrease in net loss was primarily due to the decrease in operating expenses.
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Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 (Unaudited)
Revenues and Cost of Revenues
We recorded $11,000 in revenues from the implementation of services, licensing fees, and subscription revenues of internal-use software under BlueOne Technologies and Millenium Payment Hub platform provided to the customers, for the three months ended June 30, 2026. We recorded $95,556 in revenues from the implementation of internally generated software under Millenium Payment Hub platform provided to customers for the three months ended June 30, 2025. We did not sell any prepaid debit or gift cards to the customers during the three months ended June 30, 2026 and 2025, respectively.
Cost of revenues associated with the implementation of services and subscription revenues of internal-use software under Millenium Payment Hub for services excludes software amortization, which is included in general and administrative expense, totaled $18,831 and $35,060 for the three months ended June 30, 2026 and 2025, respectively. Cost of revenues from the sale of prepaid debit/gift cards for the three months ended June 30, 2026 and 2025 was $0 and $0, respectively.
Operating Expenses
Operating expenses incurred by the Company included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, research and development, rent, payroll, travel, software amortization and other general and administrative expenses. We recorded operating expenses of $293,212 and $433,479 for the three months ended June 30, 2026 and 2025, respectively. The net decrease in operating expenses of $140,267 was primarily due to decrease in combined expenses of BlueOne Technologies Inc. and Millenium EBS Inc. (acquired on December 13, 2024). The decrease in expenses resulted due to deccrease in consulting expenses, marketing expenses, professional fees relating to legal accounting & audit fees, software amortization, and other general and administrative expenses.
Other Income (Expense)
Interest expense related to financing the purchase of Company vehicle and credit card interest totaled $5,309 and $5,590 for the three months ended June 30, 2026 and 2025, respectively. Interest expense decreased primarily as a result of credit card interest for the three months ended June 30, 2026, as compared to the same period in 2025.
Non-controlling interest
We recorded non-controlling interest of loss in our majority-owned subsidiary Millenium EBS (acquired on December 13, 2024) allocated to the non-controlling interest owners of the subsidiary of $68,284 and $69,483 for the three months ended June 30, 2026 and 2025, respectively.
Net Loss
We reported a net loss of $287,522 and $343,513 for the three months ended June 30, 2026 and 2025, respectively. The decrease in net loss was primarily due to the decrease in operating expenses.
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Liquidity and Capital Resources
Liquidity and Capital Resources for the three months ended June 30, 2026 and 2025, respectively:
| June 30, 2026 | June 30, 2025 | |||||||
| Summary of Cash Flows: | ||||||||
| Net cash used in/provided by operating activities | $ | (176,529 | ) | $ | (50,016 | ) | ||
| Net cash used in/provided by investing activities | – | (2,024 | ) | |||||
| Net cash used in/provided by financing activities | – | 6,350 | ||||||
| Net increase (decrease) in cash | (176,529 | ) | (45,690 | ) | ||||
| Cash - Beginning of the period | 177,159 | 46,018 | ||||||
| Cash - End of the period | $ | 630 | $ | 328 | ||||
Operating Activities
Cash used in operating activities for the three months ended June 30, 2026 was $176,529, primarily as a result of net loss of $287,522, depreciation and amortization of $101,750, non-cash rent expense of $4,471, increase in other assets: escrow deposits of $67,500, increase in liabilities of $81,946, decrease in accounts receivable of $618, and decrease in deferred revenue of $1,350.
Cash used in operating activities for the three months June 30, 2025 was $50,016, primarily as a result of net loss of $343,513, depreciation and amortization of $26,716, non-cash rent expense of $664, amortization of internal-use software of $101,751, and a net increase in operating assets and liabilities of $164,365 due to increase in accounts receivable of $2,471, increase in accounts payable and accrued liabilities of $5,590, increase in compensation payable to officer of $54,903, decrease in deferred revenues of $1,507, and an increase in related party payables of $107,850.
Investing Activities
Net cash used in investing activities for the three months ended June 30, 2026, was $0. Net cash used in investing activities for the three months ended June 30, 2025, was $2,024, due to purchase of property and equipment.
Financing Activities
Net cash provided by financing activities for the three months ended June 30, 2026, was $0. Net cash provided by financing activities for the three months ended June 30, 2025, was $6,350.
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Future Capital Requirements
Our current available cash may not be sufficient to satisfy our liquidity requirements. Our capital requirements for the next twelve months will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts, and being a public company.
Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions that would generate sufficient resources to ensure continuation of our operations.
The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.
Inflation
The amounts presented in our consolidated 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.
Going Concern
These condensed consolidated 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 for the three months ended June 30, 2026, a net loss attributable to common stockholders of $219,238, net cash flows used in operating activities of $176,529 and has an accumulated deficit and working capital deficit of $8,087,438 and $2,254,127 as of June 30, 2026. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern operation for a period of 12 months from the issuance date of these condensed consolidated financial statements. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitability. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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Development Stage and Capital Resources
We have devoted substantially all of our efforts to business planning since our inception on July 6, 2007. Accordingly, we are considered to be in the development stage. We have not generated any significant revenues from our operations on a commercial scale, and we will not commence generating revenues on a commercial scale until sometime during the second half of 2027.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of SEC’s Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations which have not been adopted.
Item 3. Quantitative and Qualitative Disclosures About Market Risks.
Not Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Currently, there is only one officer and two independent directors, and as such is solely responsible for evaluating the Company’s disclosure controls and procedures. Based upon that evaluation, the principal executive officer (who also serves as the principal financial and accounting officer) believes that the Company’s disclosure controls and procedures are not effective as of June 30, 2026 due to the material weaknesses in internal control over financial reporting. We noted deficiencies involving lack of segregation of duties, lack of internal control documentation that we believe to be material weaknesses. Other material weaknesses include lack of monitoring controls over the evaluation of impairment of intangibles and long-lived assets.
Changes in Internal Control over Financial Reporting
Other than the deficiencies as disclosed above, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended June 30, 2026, the Company sold 0 shares of common stock.
Shares of common stock are issued and sold pursuant to exemptions from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) and/or Regulation D thereof. No sales commissions were paid in connection with the sales of these securities, and no general solicitation was used.
Item 5. Other Information.
During the three months ended June 30, 2026, no
director or officer of the Company
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | Item | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101 PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) | |
| * | Filed with this Report | |
| ** | Furnished with this Report |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BlueOne Technologies, Inc. | ||
| Date: August 11, 2026 | By: | /s/ Nabil A. Bader |
| Nabil A. Bader | ||
|
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
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