UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended March 31, ~~2024~~2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-56060

BlueOne Card, Inc.

(Exact Name of Registrant as Specified in Charter)

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

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

Registrant’s telephone number, including area code:

(800) 210-9755

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the Registrant, computed by reference to the price at which the common equity was last sold and issued, was $1517,~~320~~169,~~205~~722 on September 30, ~~2023~~2024.

The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at ~~July~~August 1027, ~~2024~~2025 was 1214,~~087~~274,~~454~~670.

DOCUMENTS INCORPORATED BY REFERENCE

None

BLUEONE CARD, INC.

TABLE OF CONTENTS

PART I		4
ITEM 1.	BUSINESS	94
ITEM 1A.	RISK FACTORS	257
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2517
ITEM 1C	CYBER SECURITY	2517
ITEM 2.	PROPERTIES	2517
ITEM 3.	LEGAL PROCEEDINGS	2517
ITEM 4.	MINE SAFETY DISCLOSURES	2517
PART II		2517
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2517
ITEM 6.	[RESERVED]	2618
ITEM 7.	MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2618
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3326
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3326
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3326
ITEM 9A.	CONTROLS AND PROCEDURES	3326
ITEM 9B.	OTHER INFORMATION	3528
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	3528
PART III		3528
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3528
ITEM 11.	EXECUTIVE COMPENSATION	3831
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4033
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4033
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	4134
PART IV		4134
ITEM 15.	EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	4134
ITEM 16.	FORM 10-K SUMMARY	4235
SIGNATURES		4336

In this Annual Report on Form 10-K (the “Annual Report”), unless otherwise stated or as the context otherwise requires, references to “BlueOne Card, Inc.,” “BlueOne,” “the Company,” “we,” “us,” “our” and similar references refer to BlueOne Card, Inc., a Nevada corporation formerly known as “Avenue South Ltd.,” “TBSS International, Inc.,” or “Manneking Inc.”. Our logo and other trademarks or service marks of the Company appearing in this Annual Report are the property of BlueOne Card, Inc. This Annual Report also contains registered marks, trademarks, and trade names of other companies. All other trademarks, registered marks, and trade names appearing in this Annual Report are the property of their respective holders.

Cautionary Note Regarding Forward-Looking Statements and Industry Data

This Annual Report, in particular, Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent our expectations, beliefs, intentions, or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; and the economy in general or the future of the defense industry, all of which were subject to various risks and uncertainties.

When used in this Annual Report and other reports, statements, and information we have filed with the Securities and Exchange Commission (“Commission” or “SEC”), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, the words or phrases “believes,” “may,” “expects,” “should,” “continue,” “anticipates,” “intends,” “will likely result,” “estimates,” “projects” or similar expressions and variations thereof are intended to identify such forward-looking statements. However, any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. These statements are only predictions. All forward-looking statements included in this Annual Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Any or all of our forward-looking statements in this document may turn out to be wrong. Actual events or results may differ materially. Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks, uncertainties, and other factors.

This Annual Report also contains estimates, projections, and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.

PART I

ITEM 1.

BUSINESS

Overview

BlueOne Card Inc. (OTQX: BCRD), a Nevada corporation (the “Company”), ~~through~~or ~~our relationship with our new master program manager, Expanse Financial Technologies, Inc., (the~~ “~~Program Manager~~BlueOne”), ~~a Delaware corporation,~~ is a ~~reseller~~publicly oftraded ~~an all-in-one~~financial ~~prepaid,~~technology ~~branded~~company undergoing ~~card~~a tosignificant bestrategic ~~issued~~transformation. byFollowing the ~~Program~~acquisition ~~Manager~~of ~~which~~Millennium weEBS ~~believe has numerous user benefits~~Inc. We(“Millennium”), ~~are aiming to~~a ~~provide~~sophisticated ~~innovative~~fintech ~~payout~~platform ~~solutions~~provider, ~~and~~we ~~prepaid~~have ~~cards~~evolved tofrom ~~consumers.~~our ~~Unlike~~foundational ~~other~~business in prepaid card ~~distributors~~program ~~and~~management ~~companies, we specifically aim~~ to ~~target~~now ~~those customers who are unbanked~~a diversified, orglobal ~~non-bankable,~~provider ~~and~~of ~~who~~advanced ~~have~~payment ~~needs~~infrastructure ~~crossing~~solutions ~~international~~for ~~borders.~~banks, ~~The Program~~financial ~~Manager~~institutions ~~has~~(FIs), ~~a well-established full functioning platform~~ and ~~has numerous clients in the United States of America~~emerging ~~(“USA”)~~fintech companies.

~~According~~Our tomission ~~the~~is ~~data~~to ~~from~~empower ~~the~~financial ~~Federal~~organizations ~~Reserve,~~worldwide ~~there~~to ~~are~~modernize antheir ~~estimated~~payment ~~60-65~~systems, ~~million~~accelerate ~~adults residing in the USA~~innovation, ~~who~~and ~~are~~meet ~~unbanked~~complex ~~or underbanked.1~~regulatory ~~This~~requirements ~~means~~with ~~that about 18% of the entire USA population has difficulties utilizing the standard banking system. This is~~ our ~~target group~~agile, ~~of customers. Through our relationship with the Program Manager~~scalable, ~~we will earn revenues mostly through transaction~~ and ~~monthly~~compliant ~~fees charged~~technology toplatforms. ~~customers~~We byoperate ~~the~~at ~~Program Manager provided by us for~~ the ~~issued~~intersection ~~general~~of ~~purpose~~regulatory ~~reloadable~~compliance ~~prepaid debit card,~~ and ~~reloading~~ ~~fees,~~payment ~~ATM withdrawal fees~~innovation, ~~and~~positioning ~~card to card money transaction fees. We will be acting as an independent sales representative of~~ the ~~Program Manager~~Company ~~and~~to wecapitalize ~~will~~on ~~receive~~major, ~~revenues from end~~non-~~customer~~discretionary ~~contracts,~~shifts ~~which~~in ~~will be executed with~~ the ~~Program~~global ~~Manager~~financial landscape.

ToStrategic ~~date,~~Transformation: ~~we have generated nominal revenues from our planned business and our business is now in a new development stage.~~ The ~~new~~Millennium ~~Program Manager’s~~EBS ~~platform is being customized for us, and, to date revenues have been derived from the sales of prepaid debit and gift cards using the prior Program Manager~~Inc. ~~Once the Program Manager’s platform is customized, we anticipate deriving revenues from processing and other fees.~~Acquisition

WeThe ~~are~~acquisition ~~currently~~of ~~headquartered~~Millennium EBS represents a pivotal event in ~~Newport~~the ~~Beach~~Company’s history, ~~California~~fundamentally re-shaping 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 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 EBS 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.

2. Remittance Program via BlueOne Pay

BlueOne Card intends to 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 stablecoin, 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: 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. 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.

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 transaction also expected to bring more banks as Millennium’s customers. Other areas currently focused are Sri Lanka (where we are currently providing services), Middle East and Arica.

We are currently head headquartered in Newport Beach, California.

Background

On April 26, 2019, Corporate Compliance, LLC filed a re-application for custodianship pursuant to Nevada Revenue Statute NRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship of TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we changed our name to “Manneking Inc.,” and then to “BlueOne Card, Inc.” on June 30, 2020.

On October 15, 2019, we executed a 1 for 100 reverse stock-split. On June 30, 2020, we also executed a 1 for 100 reverse stock-split with a Certificate of Change and changed our trading symbol to “BCRD.” We filed a FINRA corporate action pursuant to FINRA Rule 6490 which was announced on the Daily List as of July 23, 2020.

1https://www.self.inc/info/unbanked-and-underbanked-population/#:~:text=The%20Federal%20Reserve%20found%20that,million%20people%20in%20the%20U.S.

Reseller Agreement with EndlessOne Global, Inc.

Effective August 15, 2020, we entered into an Authorized Reseller Agreement with EndlessOne Global, Inc. (“E1G”) as our Program Manager (the “E1G Reseller Agreement”) pursuant to which we agreed to be a reseller or an independent sales representative of E1G and its products, and E1G has agreed to support our reselling efforts. The E1G Reseller Agreement did not provide exclusivity and there were no volume sales requirements pertaining to our reselling efforts. On December 18, 2023, E1G notified us that their sponsor bank (“Bank”) has terminated its services to E1G. As a result, E1G is unable to continue servicing BlueOne Card, Inc.’s customers.

Agreement with Expanse Financial Technologies, Inc.

Expanse Financial Technologies, Inc. (“ExpanseFT”) (“Program Manager”), uses a platform that allows a company to process as a Payment Card Issuer, and a Banking Software company. ExpanseFT has card experts to serve and provide its clients/customers with the next generation of card and banking software. ExpanseFT is ushering in a new kind of debit card, one with comprehensive services and instant upfront reward packages. As an eWallet provider creating all different types of debit cards that are used every day, ExpanseFT will focus on driving digital commerce with eWallet software which works for all people. The easy-to-use eWallet will allow the banked or unbanked customers the ability and freedom to manage their money.

Effective February 27, 2024, we entered into a Master Program Manager Services Agreement, an authorized reseller agreement with a new Program Manager (the “Reseller Agreement”), pursuant to which we have agreed to be a reseller or an independent sales representative of the Program Manager and its products, and the Program Manager has agreed to support our reselling efforts. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts.

Our duties under the Reseller Agreement are to use our best efforts to promote and market the products of the Program Manager including, but not limited to providing the first introduction of the products to prospective customers, conducting the preliminary qualification of prospective customers for the products of the Program Manager, conducting sales presentations and obtaining commitments from prospects, and distribution of the Program Manager’s collateral materials, as appropriate.

We agreed to use all reasonable resources, including the assignment of adequate personnel to assure timely performance of those functions required by us under the start-up, and comply with all reasonable directions of the Program Manager so as to enable start-up to be completed on or before the scheduled start-up date. We agreed to pay any required start-up, set-up and/or implementation fees, any costs and expenses incurred in connection with the start-up of card programs for our customers and software development under this agreement.

~~During~~Effective October 25, 2024, we entered into the ~~term~~Stock Exchange and Acquisition Agreement with Millennium and Shinto Matthew, a shareholder owning 6,000,000 shares of ~~this~~Common Stock of Millennium. Pursuant to the agreement, we would acquire 3,600,000 shares of Common Stock of Millennium (constituting 60% of the outstanding equity securities of Millennium) owned by Mr. Matthew (the “MEI Shares”) in exchange (the “Exchange”) for 2,100,000 shares of Common Stock of the Company (the “BCI Shares”). Subject to a 30-day grace period, the Company agreed to ~~conduct~~pay ~~our~~to ~~business~~Mr. ~~and~~Matthew ~~make~~$500,000 ~~all~~within ~~undertakings~~90 ~~consistent~~days ~~with~~of ~~their~~closing (the “Cash ~~policies~~Consideration”). inOn ~~order~~December ~~that~~13, 2024, the Articles of Exchange were filed, pursuant to approval of the Company’s weBoard ~~may~~of beDirectors, ~~eligible~~the ~~for~~Exchange ~~sponsorship~~closed, byand athe ~~sponsor~~BCI ~~bank~~Shares ~~member~~were issued to Mr. Matthew. Millennium is now a subsidiary of the ~~associations/networks~~Company. On March 1, 2025, the Company and Mr. Matthew mutually agreed to extend the Cash Consideration payment date to December 31, 2025.

We agreed to pay the Program Manager the processing fees as set forth in this agreement. The Program Manager and BlueOne Card can agree to modify charges for services, add, delete or modify services from time to time.

The Program Manager shall provide us with prepaid debit and gift cards of requested quantity, create a range of prepaid debit accounts, using banking identification numbers provided to the Program Manager by our issuing bank and produce and deliver plastic card production tape media, including personal identification number (PIN) generation for the range of created prepaid debit accounts. Upon the first loading of value to a prepaid debit account, the Program Manager will create and activate a cardholder account on the Program Manager’s system and create linkage between the cardholder account on ExpanseFT system and our cardholder aggregate settlement account at our issuing bank or another bank.

We agreed to pay for all new programming outside the scope listed in this agreement such as but not limited to mobile apps, websites back office and the integrations with the sponsoring banks and processors as we go. We agreed to pay a one-time fee of $60,000 to initiate the process to establish one banking identification number, including the program setup, integration, API connection and implementation process required to bring the program live.

On March 1, 2024, we made a payment of $42,500 towards the one-time fee of $60,000 as discussed above, for program implementation to the Program Manager towards implementation and customization fees for our program.

The Program Manager’s Unique Platform

We believe the Program Manager will provide a unique platform different from other competitors. Unlike many other institutions and companies who only do card-to-card transfer domestically, the Program Manager’s prepaid debit and gift cards will instantly transfer money from card-to-card across the border through a mobile application. Consumers who receive the card-to-card transfer will easily be able to cash out the money at any Automated Teller Machine (“ATM”) in the world. Thus, using the Program Manager’s platform, consumers will save time, as well as enjoy reasonable foreign exchange rate cost.

Principal Products and Services

The Program Manager offers prepaid, branded cards that provide consumer benefits such as no overdraft fees, no interest fees, virtual bank accounts, and free direct deposit. We act as a reseller of the Program Manager’s prepaid, branded cards pursuant to the Reseller Agreement.

Some of the benefits of the Program Manager’s prepaid, branded cards will be as follows:

● A mobile application for iOS devices (Apple), and android. ● The Program Manager and BlueOne Card provides a Global Remittance Network (“GRN”) meaning that it will connect any proprietary accounts or card systems to other systems worldwide. ● Option to provide free checking account and check books by BlueOne Card. ● We intend to resell the Program Manager’s prepaid, branded cards to liquor stores throughout the U.S. and online at www.blueonecard.com as well. ● The Program Manager’s prepaid, branded cards provide a dynamic Card Verification Value (“CVV”) function including a chip and Personal Identification Number (“PIN”) capability.

● The Program Manger’s prepaid, branded cards access are lock and unlocked with Sensor Assisted Flight Envelope (“SAFE”) technology. Consumers will also instantly be able to lock and unlock the cards via text Short Message Service (“SMS”). ● We believe payroll checks will be deposited via the Program Manager’s mobile application.

Market Strategy

Currently, without the Program Manager’s prepaid, branded cards, numerous of those users who are unbanked or underbanked, use methods such as Western Union, or its mobile application, in order to send and receive funds to and from others, especially if it is an international money transfer and non-domestic. This makes the user’s experience more complicated as cashing in checks and paying bills becomes a lot more costly and also very time-consuming. Also, other ordinary prepaid debit cards may charge very high fees.

In comparison, we believe the Program Manager’s prepaid, branded cards will be safer than cash, more convenient than checks, and very easy to obtain through liquor stores or online, which are the principal methods we intend to resell the cards. Not only this, but there are also no troubles with exchange rates, and transfers being cancelled or rejected after days unlike using other financial service companies. With the Program Manager’s prepaid, branded cards, high cash checking fees will be eliminated, and direct deposits can be made to save the consumer’s time and money. Also, with its global remittance network provided by the Program Manager, the Program Manager’s prepaid, branded cards connect proprietary accounts or card systems to other systems in any part of the world.

We have studied and tested the Latino market for over two years, completed marketing data and studies including consumer usage in the Southern California market. We have tested with live, in production cards for this pilot and have further advertised in Latino magazines, newspapers, YouTube commercials and direct mailing. The program was successful, and we will now focus on the Latino market with the new program and we will also build new custom products and services to offer to the Latino market. Using the analytics of the database of over 5,000 consumer cards and their habits and needs, we feel that the product and its features will be successful.

Distribution of Products and Services

Looking solely at other prepaid card competitors located in big grocery stores such as Walmart, Target, etc., we aim to differentiate ourselves from them by targeting liquor stores across the U.S. for distribution of the Program Manager’s prepaid, branded cards. The reason for this is that we believe that many of the unbanked with lower income users access liquor stores more frequently than the larger stores. Not only this, we anticipate that setting up a money loading system in liquor stores will save time in the lives of most consumers.

According to industry data, we believe there are approximately 34,000 liquor stores currently in the U.S. and we initially intend to target up to 7,000 of those stores for distribution of the Program Manager’s prepaid, branded cards. We resell the Program Manager’s prepaid, branded cards through our website. If we are able to distribute the Program Manager’s prepaid, branded cards to these stores throughout the U.S. under the terms of the Reseller Agreement, we estimate our revenues would be extensive. We believe that the Program Manager’s prepaid, branded card will be very affordable compared to the traditional alternatives. The reasons for this are as follows:

World Safest Card Security Suite

● Lock and Unlock – SAFE Technology allows cardholders to instantly lock and unlock their cards via SMS or Cardholder online Portal. Cardholders can personalize the lock feature for ATM, POS, withdrawals, transfers, recurring payments, auto-lock and more. ● Dynamic CVV Technology – Dynamic CVV Technology SAFE Technology empowers cardholders to easily change their CVV code for one-time use. Through mobile authorization, SAFE Technology offers the most secure armored layer of security available for cardholders.

Global Remittance Network (“GRN”)

● GRN is a worldwide remittance messaging system, an “any-to-any” switch that connects any proprietary account or card system to other systems in the world. ● This remittance network can link card to card, regardless of Network, account to account, including a credit or debit card to account. ● Initial customer acquisition is based on leveraging and empowering existing card portfolios and global business relationships in both sending and receiving countries. ● GRN operates within a closed loop of banks, accounts, card, or wallet programs. ● Participants in the GRM Network will share in the margins generated out of the transaction fees.

We believe that we will be able to enter into distribution agreements with liquor store owners to distribute the Program Manager’s prepaid, branded card in their respective stores due to the fact that we believe it will greatly increase traffic to the respective stores due to demand for the card. With heavier traffic, we believe there will be increased sales in each liquor store as numerous people will walk in to load money and purchase GPR prepaid cards. We believe this will also benefit the store owner as there will be increased premiums later on for the store itself. Thus, there will be an exchange of benefit between the multitude of liquor stores throughout the U.S. that we intend to target and our Company.

Marketing of Products and Services

We market ~~the~~our ~~Program Manager’s~~ products and services through an extensive network of sales representatives and through our website, www.blueonecard.com. We plan to modify the website to blueonepay.com for the remittance and digital payments and crypto currencies

Intellectual Property

All intellectual property required for the operation of our business is provided through ~~our~~BlueOne ~~relationship~~Card ~~with~~and ~~the~~Millenium ~~Program Manager~~EBS.

Employees

As of ~~June~~August 3015, ~~2024~~2025, we had ~~one~~two ~~employee~~full-time employees, Mr. James Koh, our Chief Executive Officer ~~(“CEO”),~~and ~~who~~Mr. isShinto ~~also~~Matthew, aour ~~full-time~~Chief Scientific ~~employee~~Officer. At any given time, we engage 28-510 independent contractors who have very extensive experience in operations, compliance and ~~risk~~ risk management and marketing.

On December 1, 2020, weBlueOne Card entered into an Employment Agreement with James Koh, our President and CEO. The terms of the agreement are stated in PART III, Item 11 “Executive Compensation” section.

On October 31, 2024, Millenium EBS entered into a consulting agreement with Shinto Matthew, our Chief Scientific Officer. The terms of the agreement are stated in PART III, Item 11 “Executive Compensation” section.

Competition

~~Our~~The ~~core~~remittance business ~~includes~~is ~~the~~an ~~offering~~old ofbusiness ~~the Program Manager’s prepaid debit and gift cards~~ that ~~provide~~has ~~consumer~~been ~~benefits~~around ~~such~~for ~~as no~~hundreds ~~overdraft~~of ~~fees,~~years ~~no interest fees, virtual bank accounts,~~ and ~~free~~is ~~direct~~still ~~deposit.~~profitable ~~Consequently, we,~~ as ayou ~~reseller~~see ofnew ~~the~~fintech ~~cards, compete against~~ companies ~~and financial institutions across the retail banking, financial services, transaction processing, consumer technology~~ ~~and~~entering ~~financial~~various ~~technology~~niches. ~~services~~Our ~~industries~~focus ~~and~~on wea ~~may~~handful ~~also~~of ~~compete~~countries ~~with~~allows ~~others~~us ~~in the market who may in the future provide offerings similar~~ to ~~ours.~~use ~~Furthermore, many of~~ our ~~competitors~~proprietary ~~are~~technology ~~entities substantially larger in size (such as Green Dot Corporation), more highly diversified in revenue,~~ and ~~substantially~~knowledge ~~more~~by ~~established with significantly more broadly known brand awareness than ours. As~~managing ~~such,~~the ~~many~~fx ofcycle ~~our~~internally ~~competitors~~which ~~can~~will ~~leverage~~allow ~~their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with~~ us. ~~Additionally,~~lower ~~some~~costs ~~of our current and potential competitors are subject to fewer regulations and restrictions~~ than wemost ~~are~~of ~~and~~the ~~thus~~players ~~may be able to respond more quickly~~ in the ~~face of regulatory and technological changes.~~market

Government Regulations

~~Although~~We ~~the~~will ~~Program~~be ~~Manager~~partnering ~~and~~with ~~sponsor~~banks, ~~bank~~fintech ~~are~~companies ~~subject~~and MSB’s to ~~government~~be ~~regulation,~~able asto aleverage ~~reseller~~their licenses. Once we ~~are~~generate ~~not~~volumes ~~subject~~that towill sustain the ~~same~~ability ~~regulations~~to economically use our own license BCRD will obtain our own licenses. If In the ~~Program~~initial ~~Manager~~stage ~~fails~~we towill ~~comply~~require ~~with~~a percentage ~~government~~of ~~regulations~~our ~~applicable~~cash toand ~~it,~~securities itto ~~could~~be ~~have~~held as a ~~material~~deposit ~~adverse~~with ~~effect~~parties onwhose ~~our~~licenses ~~business~~we will have access to.

U.S. Securities Laws

We are subject to regulations by U.S. federal and state securities laws as a public company, including the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

SEC Reporting

We are an OTCQX issuer filing current, public information with OTC Markets Group Inc. electronic quotation venue under the trading ~~symbol~~ symbol “BCRD.” Through our Exchange Act filings with the SEC. There is a highly illiquid nature in investing in our common stock.

We are a fully- reporting public reporting company filing reports, proxy statements, information statements and other information with ~~the~~ the SEC. You may read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval services, and at the website maintained by the SEC at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

Risks Related to Our Business

~~Any~~Our ~~reference~~business tois ~~risks~~dependent ~~associated~~upon ~~with~~our ~~the~~contractual ~~Program~~relationship ~~Manager~~with ~~are~~our ~~not~~license ~~the~~partners, ~~official~~and, ~~stance~~if of the ~~Program~~licenses ~~Manager~~are ~~and~~terminated ~~should~~or ~~not be interpreted~~suspended, asthis ~~such.~~can ~~All~~cause ~~assertions~~risks ~~pertaining~~ to ~~the~~our ~~Program~~business ~~Manager~~like ~~herein~~trust, ~~are~~reliability, ~~reasonable~~etc. ~~assumptions~~We ofplan ~~risks~~to ~~facing~~add ~~the Program Manager. As~~ a ~~reseller~~ ofsecond ~~the~~license ~~Program~~holder ~~Manager’s~~in ~~prepaid~~each ~~debit~~market ~~and~~within ~~gift~~a ~~cards,~~few months ~~our~~of ~~business~~launching ~~is dependent upon~~ the ~~Program Manager~~products.

9Our platform(s) may cause our business to fail because of data integrity issues, hacking, etc.

Our ~~business~~platform is ~~dependent~~currently ~~upon~~being ~~our~~set ~~contractual~~up ~~relationship~~ with ~~Expanse~~BlueOne ~~Financial~~Cards ~~Technologies,~~and ~~the~~Millenium ~~Program~~EBS ~~Manager,~~business ~~and,~~programs. ifProlonged ~~the~~functionality ~~Reseller Agreement~~or isbanking ~~terminated~~delays could orhave ifa ~~the~~material ~~Program~~adverse ~~Manager~~effect ~~defaults~~ on ~~its contractual obligations or its business experiences difficulties,~~ our business ~~would likely fail~~.

We have entered into a single Reseller Agreement with Expanse Financial Technologies, Inc. pursuant to which we have agreed to be a reseller of the Program Manager’s prepaid debit and gift cards. At the time, our ability to generate revenues is completely dependent upon our ability to resell the Program Manager’s prepaid debit and gift cards to end customers. If we are unable to have success as a reseller, our business will be likely to fail. If the Program Manager’s business or products and services experience difficulties, our business can also suffer drastically.

The Reseller Agreement terminates five (5) years from the date of the Reseller Agreement, subject to two-year extensions and early termination. If the Reseller Agreement is terminated at any time and we are unable to engage a different program manager at terms similar or better than those in the Reseller Agreement, our business will likely fail. It is our intention to appoint a second Program Manager to resolve these types of issues when they arise. The Reseller Agreement does not grant us exclusivity as a reseller of the Program Manager’s products and services. In the event that the Program Manager engages others to act as resellers of its products and services, we may experience a decrease in our ability to make sales as a reseller, which would likely have a material adverse impact on our business and may cause it to fail.

The platform(s) of the Program Manager may cause our business to fail because of data integrity issues, hacking, etc.

The Program Manager’s platform is currently being set up with BlueOne Cards business program. Prolonged functionality or banking delays could have a material adverse effect on our business.

Our operating results may fluctuate in the future, which could cause our stock price to decline.

Our quarterly and annual results of operations may fluctuate in the future as a result of a variety of factors, many of which are outside of our control. If our results of operations fall below the expectations of investors or any securities analysts who follow our Common Stock, the trading price of our Common Stock could decline substantially. Fluctuations in our quarterly or annual results of operations might result from a number of factors, including, but not limited to:

	●	The unprecedented impact of COVID-19 like pandemics on our business, customers, employees, consultants, service providers, stockholders, investors and other stakeholders

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

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

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

	●	changes in the level of interchange rates that are paid to us;

	●	fluctuations in customer retention rates;

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

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

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

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

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

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

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

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

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

	●	accounting charges related to impairment of intangible assets;

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

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

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

~~If we are unable to find and retain distributors for the Program Manager’s prepaid debit and gift cards, our business will fail.~~7

~~Through~~Our ~~the~~future ~~Reseller~~success ~~Agreement~~depends ~~with~~upon the ~~Program~~active ~~Manager,~~and weeffective ~~are~~promotion ~~a reseller~~ of ~~the~~our ~~Program~~products ~~Manager’s~~and ~~prepaid,~~services ~~branded~~by ~~cards.~~retail ~~In order to generate revenues pursuant to the Reseller Agreement, we will need to either sell the cards directly to the end user or find~~ distributors ~~for the cards. Initially~~, webut ~~plan~~their ~~to target up to 7,000 liquor stores throughout the U.S. as distributors. In the event we are unable~~interests toand ~~make~~operational ~~sales~~decisions ~~directly~~might tonot ~~end~~always ~~users~~align ~~or establish relationships~~ with ~~distributors, we will be unable to generate revenues and~~ our ~~business will fail~~interests.

~~The~~Due ~~loss~~to the fact that most of ~~operating~~our revenues will be derived from commissions from the sale of our ~~anticipated~~products ~~retail~~and ~~distributors~~services, ~~would~~future ~~adversely~~revenue ~~affect~~growth depends ~~business~~on our ability to retain and attract new long-term users of the products.

WeOur ~~expect~~ability ~~that~~to aincrease ~~significant~~account ~~portion~~usage ofand ~~our~~account ~~operating~~holder ~~revenues~~retention ~~are~~and ~~derived~~to ~~from~~attract ~~revenues~~new ~~generated~~long-term ~~from~~users ~~the~~of ~~sales~~our ofproducts ~~the~~can ~~Program~~have ~~Manager’s~~a significant ~~prepaid,~~impact ~~branded~~on ~~cards~~our ~~sold~~operating ~~through~~revenues. ~~distributors~~We ~~such~~may asbe ~~liquor~~unable ~~stores,~~to ~~which~~generate weincreases ~~estimate~~in ~~will~~account beusage, ~~our~~account ~~largest~~holder ~~retail~~retention ~~distributors.~~or ~~We expect~~attract ~~that~~new ~~liquor~~long-term users ~~stores~~of ~~will~~our ~~have~~products for a ~~significant~~number ~~impact~~of onreasons, ~~our~~including ~~operating~~if ~~revenues~~our inagents ~~future~~are ~~periods.~~unable ~~Once~~to wemaintain ~~have~~its ~~established~~existing distribution ~~through~~ ~~liquor stores~~channels, itpredict accurately ~~would~~consumer bepreferences ~~difficult~~or toindustry ~~replace~~changes ~~them~~ and ~~the~~to ~~operating~~modify ~~revenues~~their ~~derived from~~ products and services ~~sold~~on ~~therein. Accordingly,~~a ~~the~~timely ~~loss~~basis ofin ~~liquor~~response ~~stores~~thereto, produce asnew afeatures ~~primary~~and ~~means~~services ofthat ~~distribution~~appeal ~~would~~to ~~have~~existing aand ~~material~~prospective ~~adverse~~customers, ~~effect~~and oninfluence ~~our~~account ~~business~~holder ~~and~~behavior ~~results~~through marketing ofand ~~operations.~~loyalty Inretention ~~addition,~~and ~~any~~usage ~~publicity~~incentives. ~~associated~~Our ~~with~~results ~~the loss~~ of ~~any~~operations ofcould ~~our~~vary ~~distributors~~materially ~~could~~from ~~harm~~period ~~our~~to ~~reputation,~~period ~~making~~based iton ~~more difficult~~the degree to ~~attract~~which ~~and~~we ~~retain~~are ~~consumers~~successful ~~and~~in ~~other~~increasing ~~distributors,~~usage and ~~could~~retention ~~lessen~~and ~~our~~attracting ~~negotiating~~long-term ~~power~~users ~~with~~of our ~~remaining and prospective distributors~~products.

Our future success depends upon the active and effective promotion of our Program Manager’s products and services by retail distributors, but their interests and operational decisions might not always align with our interests.

Most of our operating revenues will be derived from commissions on the sales of our Program Manager’s products and services sold at the stores of our retail distributors, including liquor stores. Revenues from commissions will depend on a number of factors outside our control and may vary from period to period. Because we will compete with many other providers of our Program Manager’s products and services, including competing prepaid cards, for placement and promotion of products in the stores of our prospective retail distributors, our success depends on our retail distributors and their willingness to promote our products and services successfully. In general, our contracts with these third parties will likely allow them to exercise significant discretion over the placement and promotion of our Program Manager’s products and services; which means that they could give higher priority to the products and services of other companies for a variety of reasons. Accordingly, losing the support of our retail distributors might limit or reduce the sales of our Program Manager’s products and services. Our operating revenues and operating expenses may also be negatively affected by operational decisions by our retail distributors. For example, if a retail distributor reduces shelf space for our Program Manager’s products or implements changes in its systems that disrupt the integration between its systems and ours, our resales could be reduced or decline and we may incur additional merchandising costs to ensure our Program Manager’s products are appropriately stocked. Even if our retail distributors actively and effectively promote our Program Manager’s products and services, there can be no assurance that their efforts will maintain or result in growth of our operating revenues.

Due to the fact that most of our revenues will be derived from commissions from the resale of the Program Manager’s products and services, future revenue growth depends on our ability to retain and attract new long-term users of the Program Manager’s products.

Our ability to increase account usage and account holder retention and to attract new long-term users of our Program Manager’s products can have a significant impact on our operating revenues. We may be unable to generate increases in account usage, account holder retention or attract new long-term users of our Program Manager’s products for a number of reasons, including if our Program Manager is unable to maintain its existing distribution channels, predict accurately consumer preferences or industry changes and to modify its products and services on a timely basis in response thereto, produce new features and services that appeal to existing and prospective customers, and influence account holder behavior through cardholder retention and usage incentives. Our results of operations could vary materially from period to period based on the degree to which we are successful in increasing usage and retention and attracting long-term users of our Program Manager’s products.

The industries in which we compete are highly competitive, which could adversely affect our results of operations.

The industries in which we compete are highly competitive and subject to rapid and significant changes. Due to our ~~relationship~~relationships with the ~~Program~~license ~~Manager~~holders and as a ~~reseller~~seller of ~~its~~our ~~prepaid,~~various ~~branded cards~~products, we compete against companies and financial institutions across the retail banking, financial services, transaction processing, consumer technology and financial technology services industries and may compete with others in the market who may in the future provide offerings similar to those of the ~~Program Manager~~incumbents, and, particularly, our ~~Program Manager~~EBS ~~competes~~platform competes with vendors who may provide program management and other services though a platform similar to its Backend as a Service (“BaaS”) platform. These and other competitors in the banking and electronic payments industries are introducing innovative products and services that may compete with ~~those~~some of our ~~Program Manager~~products. We expect that this competition will continue as the banking and electronic payments industries continue to evolve, particularly if non-traditional payments processors and other parties gain greater market share in these industries. If we are unable to differentiate our ~~Program Manager’s~~ products and platform from and successfully compete with those of our competitors, our business, results of operations and financial condition will be materially and adversely affected.

Many existing and potential competitors are entities substantially larger in size, more highly diversified in revenue and substantially more established with significantly more broadly known brand awareness than ours. As such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with us. We could also experience increased price competition as a result of new entrants offering free or low-cost alternatives to our ~~Program Manager’s~~ products and services. If this happens, we expect that the purchase and use of our ~~Program Manager’s~~ products and services ~~would~~could decline. If price competition materially intensifies, we may have to increase the incentives that we offer to our retail distributors and decrease the prices of our ~~Program Manager’s~~ products and services, any of which would likely adversely affect our results of operations.

Our long-term success depends on our ability to compete effectively against existing and potential competitors that seek to provide banking and electronic payment products and services. If we fail to compete effectively against these competitors, our revenues, results of operations, prospects for future growth and overall business could be materially and adversely affected.

~~The~~Fraudulent ~~Program~~and ~~Manager~~other ~~may~~illegal ~~make~~activity ~~significant~~involving ~~investments~~partners’ in products and services ~~that~~could lead to reputational damage to us, reduce the use and acceptance of remittances and reload network, and may ~~not~~adversely beaffect ~~successful~~our financial position and results of operations.

~~Our~~Criminals ~~prospects~~are ~~for~~using ~~growth~~increasingly ~~depend~~sophisticated onmethods ~~the~~to ~~Program~~engage ~~Manager’s~~in ~~ability~~illegal toactivities ~~innovate~~using bydeposit ~~offering~~account ~~new~~products (including prepaid cards), reload products, or customer information. Illegal activities involving the products and ~~adding~~services ~~value~~often toinclude ~~its~~malicious ~~existing~~social ~~product~~engineering ~~and~~schemes. ~~service~~Illegal ~~offerings~~activities ~~and~~may onalso ~~its~~include ~~ability~~fraudulent topayment ~~effectively~~or ~~commercialize~~refund ~~such~~schemes ~~innovations~~and identity theft. ~~The~~A ~~Program~~single ~~Manager~~significant ~~will~~incident ~~continue~~of fraud, toor ~~make~~increases ~~investments~~ in ~~research,~~the ~~development,~~overall ~~and~~level ~~marketing~~of ~~for~~fraud, ~~new~~involving the other products and services., ~~Investments~~could in ~~new~~the ~~products~~future ~~and~~result ~~services~~in ~~are~~reputational damage ~~speculative~~to us. ~~Commercial success~~Such ~~depends~~damage oncould ~~many~~reduce ~~factors,~~the ~~including~~use ~~innovation,~~and ~~price,~~acceptance of the ~~competitive~~remittance ~~environment~~of products, and ~~effective~~other ~~distribution~~products and ~~marketing.~~services, Ifcause retail ~~customers~~distributors doto ~~not~~cease ~~perceive~~doing ~~the~~business ~~Program~~with ~~Manager’s~~us ~~new~~or ~~offerings~~lead asto ~~providing~~greater ~~significant~~regulation ~~value,~~that ~~they~~would ~~may~~increase ~~fail~~compliance tocosts. ~~accept~~Fraudulent ~~the Program~~activity ~~Manager’s~~could ~~new~~also ~~products~~result ~~and~~in ~~services~~the imposition of regulatory sanctions, ~~which~~including ~~would~~significant ~~negatively~~monetary ~~impact~~fines onwhich could adversely affect our ~~operating~~business, results ~~revenues~~of operations and financial condition.

The ~~Program~~platform ~~Manager’s~~operates ~~business~~in isa ~~dependent~~highly onregulated ~~the~~environment, ~~efficient~~ and ~~uninterrupted~~failure ~~operation~~by ofit, ~~computer~~the ~~network~~banks ~~systems~~that ~~and~~offer ~~data~~the ~~centers, including~~currency ~~third party systems~~pairs, and ~~any~~the ~~disruption~~businesses that participate in ~~the~~it ~~operations~~reloads ofnetwork ~~these~~to ~~systems~~comply ~~and~~with ~~data~~applicable ~~centers~~laws and regulations could ~~materially~~have ~~and~~an ~~adversely affect~~adverse effect on our business, financial position and results of operations.

The ~~Program~~system ~~Manager’s~~operates ~~ability~~in toa ~~provide~~highly ~~reliable~~regulated ~~service~~environment, ~~to its customers~~ and ~~other~~failure ~~network~~by ~~participants~~it, ~~depends~~the onbanks or the ~~efficient and~~businesses ~~uninterrupted~~that ~~operation~~participate ofin ~~its~~it ~~computer~~reloads network or ~~systems~~other ~~and~~business ~~data~~partners ~~centers~~to ascomply ~~well~~with asthe ~~those~~laws ofand ~~our~~regulations ~~retail~~to ~~distributors,~~which ~~network~~it ~~acceptance members~~is ~~and~~subject ~~third-party~~could ~~processors.~~negatively ~~The~~impact ~~Program~~our ~~Manager’s~~ business. ~~involves~~The ~~the~~product is ~~movement~~subject ofto ~~large~~state ~~sums of~~ money, ~~processing~~transmission ~~of large~~licensing ~~numbers~~requirements ofand ~~transactions~~a ~~and~~wide ~~management~~range of ~~the data necessary to do both~~U.S. ~~Our~~federal ~~success~~and ~~depends~~other onstate ~~the~~laws ~~Program~~and ~~Manager’s account~~regulations. ~~programs~~In particular, ~~including~~our ~~the~~products ~~Program~~and ~~Manager’s~~services ~~BaaS~~are ~~programs,~~subject asto ~~well~~an asincreasingly ~~the~~strict ~~Program~~set ~~Manager’s~~of ~~processing~~legal and ~~settlement~~regulatory ~~services, the~~requirements ~~efficient~~intended ~~and~~to ~~error-free~~protect consumers ~~handling~~and ofto ~~the~~help ~~money~~detect ~~that~~and isprevent ~~collected~~money laundering, ~~remitted~~terrorist orfinancing ~~deposited~~and inother ~~connection~~illicit ~~with~~activities. ~~the~~For ~~provision~~example, ofwe ~~the~~may ~~Program~~be subject ~~Manager’s~~to ~~products~~the ~~and~~anti-money ~~services.~~laundering ~~The~~reporting ~~Program~~and ~~Manager~~recordkeeping ~~relies~~requirements on the ~~ability~~Bank ofSecrecy ~~its~~Act ~~employees~~(“BSA”), ~~systems~~as ~~and~~amended ~~processes and those of~~by the ~~banks~~PATRIOT ~~that~~Act. ~~issue~~In ~~its cards~~addition, ~~retail~~legal ~~distributors,~~requirements ~~other~~relating ~~business~~to ~~partners~~the ~~and~~collection, ~~third-party~~storage, ~~processors~~handling, touse, ~~process~~disclosure, transfer, and ~~facilitate these~~security ~~transactions~~of inpersonal andata ~~efficient,~~continue ~~uninterrupted~~to ~~and~~increase, ~~error-free~~along ~~manner.~~with ~~Their~~enforcement ~~failure~~actions toand doinvestigations soby ~~could~~regulatory ~~materially~~authorities ~~and~~related ~~adversely~~to ~~impact~~data ~~our operating~~security ~~revenues~~incidents and ~~results~~privacy ~~of operations~~violations.

The Program Manager’s systems and the systems of third-party processors are susceptible to outages and interruptions due to fire, natural disaster, power loss, telecommunications failures, software or hardware defects, terrorist attacks and similar events. The Program Manager uses both internally developed and third-party systems, including cloud computing and storage systems, for its services and certain aspects of transaction processing. Interruptions in the Program Manager’s service may result for a number of reasons.8

~~Any~~Many ~~damage to, or failure~~ of, ~~the~~these ~~Program~~laws ~~Manager’s~~and ~~processes~~regulations orare ~~systems generally~~evolving, orcan ~~those~~be ofunclear ~~its~~and ~~vendors~~inconsistent ~~(including~~across asvarious ajurisdictions, ~~result of~~and ~~disruptions~~ensuring atcompliance ~~the~~with them ~~Program~~is ~~Manager’s~~difficult ~~third-party data center hosting facilities~~ and ~~cloud~~costly. ~~providers),~~Failure ~~or an improper action~~ by ~~its~~us ~~employees, agents~~ or ~~third-party~~those ~~vendors,~~businesses ~~could result in interruptions in its service, causing customers, retail distributors and other partners~~ to ~~become~~comply ~~dissatisfied~~ with the ~~Program~~laws ~~Manager’s products~~ and ~~services~~regulations ~~or obligate the Program Manager~~ to ~~issue credits~~which orthey ~~pay~~are ~~fines~~ or ~~other~~may ~~penalties~~become subject ~~to them. Sustained or repeated process or system failures~~ could ~~reduce the attractiveness of the Program Manager’s products and services, including its BaaS platform, and~~ result in ~~contract terminations~~fines, ~~thereby~~penalties ~~reducing operating~~or ~~revenue~~limitations ~~and~~on ~~harming~~ our ~~results~~ability ofto ~~operations.~~conduct ~~Further~~our business, ~~negative~~or ~~publicity~~federal ~~arising~~or ~~from~~state ~~these~~actions, ~~types~~any of ~~disruptions~~ which could ~~be damaging~~significantly toharm ~~the~~us ~~Program Manager’s~~ and our reputation ~~and~~with ~~may~~consumers, ~~adversely~~banks ~~impact use of the Program Manager’s products~~ and ~~services~~regulators, ~~including~~ ~~its~~and ~~BaaS~~could ~~platform,~~materially and adversely affect our ~~ability to attract new customers and distributors. Additionally~~business, ~~some of our contracts~~ ~~with~~operating ~~retail~~results ~~future distributors may contain service level standards pertaining to the operation of the Program Manager’s systems,~~ and ~~provide~~financial ~~the retail distributor with the right to collect damages and potentially to terminate its contract with us for system downtime exceeding stated limits~~condition. ~~If the Program Manager faces system interruptions or failures, our business interruption insurance may not be adequate to cover the losses or damages that we incur.~~

13Changes in the laws and regulations to which our business is subject, or to which they may become subject, may increase our costs of operation, decrease our operating revenues and disrupt our business.

IfThe ~~the~~banking, ~~Program~~financial ~~Manager~~technology, isand ~~unable~~transaction toprocessing ~~keep~~service ~~pace~~industries ~~with~~are ~~the~~highly ~~rapid~~regulated ~~technological~~and, ~~developments~~from intime ~~its~~to ~~industry~~time, the regulations affecting these industries, and the ~~larger~~manner ~~electronic~~in ~~payments industry~~which ~~necessary~~they are interpreted, are subject to ~~continue~~change ~~providing~~and ~~its~~legal ~~BaaS~~action. ~~platform~~Accordingly, ~~partners~~changes in laws and ~~cardholders~~regulations ~~with~~or ~~new~~the interpretation or enforcement thereof may occur that could increase our compliance and ~~innovative~~other costs of doing business, require significant systems redevelopment, or render our products ~~and~~or services less profitable or obsolete, ~~the~~any of which ~~use~~could have an adverse effect on our results of operations. For example, we could face more stringent anti-money laundering rules and regulations, as well as more stringent licensing rules and regulations, compliance with which could be expensive and time consuming. In addition, adverse rulings relating to the ~~Program~~industries ~~Manager’s~~in ~~cards~~which the Company participates in the countries in which it and ~~other~~we operate could cause our products and services to be subject to additional laws and regulations, which could ~~decline~~make our products and services, of which we are a reseller, less profitable.

~~The~~If ~~electronic~~additional ~~payments~~regulatory ~~industry~~requirements iscould ~~subject~~be toimposed ~~rapid and significant technological changes. We cannot predict the effect of technological changes~~ on ~~our business. The Program Manager relies, in part, on third parties for~~ the ~~development~~sale of, ~~and access to, new technologies. We expect those new services and technologies applicable to~~ our ~~industry~~products ~~will continue to emerge,~~ and ~~these new~~ services ~~and technologies may be superior to~~, ~~or render obsolete,~~ the ~~technologies~~requirements wecould ~~currently~~lead ~~utilize~~to ~~through~~a ~~resale~~loss of ~~the Program Manager’s products~~ ~~and~~retail ~~services.~~distributors, ~~Additionally~~which, ~~the Program Manager may make future investments~~ in, ~~or enter into strategic alliances to develop~~turn, ~~new~~could ~~technologies~~ materially and ~~services~~adversely orimpact toon ~~implement~~our ~~infrastructure~~operations. ~~change to further its strategic objectives~~Moreover, ~~strengthen~~if ~~its~~our ~~existing~~products ~~businesses~~are ~~and~~adversely ~~remain~~impacted ~~competitive.~~by ~~However,~~ the ~~Program~~interpretation ~~Manager’s~~or ~~ability~~enforcement toof ~~transition~~these toregulations ~~new~~or ~~services~~we ~~and~~or ~~technologies~~any ~~that it develops may be inhibited by a lack~~ of ~~industry-wide standards, by resistance from~~ our retail distributors, ~~its~~were ~~BaaS~~unwilling ~~platform partners, third-party processors~~ or ~~consumers~~unable to ~~these~~make ~~changes,~~any such oroperational bychanges ~~the~~to ~~intellectual~~comply ~~property~~with ~~rights of third parties. Since we are a reseller of~~ the ~~Program~~interpretation ~~Manager’s prepaid,~~or ~~branded~~enforcement ~~cards~~thereof, ~~our~~we ~~future~~would ~~success~~no ~~will~~longer ~~depend,~~be inable ~~part,~~to onresell the ~~Program~~our ~~Manager’s ability to develop new technologies and~~products ~~adapt to technological changes~~ and ~~evolving~~services ~~industry~~through ~~standards.~~that ~~These~~noncompliant ~~initiatives~~retail ~~are inherently risky~~distributor, ~~and~~which ~~they~~could ~~may not be successful or may~~ have ana material adverse effect on our business, financial ~~condition~~ position and results of operations.

Fraudulent and other illegal activity involving the Program Manager’s products and services could lead to reputational damage to us, reduce the use and acceptance of the Program Manager’s cards and reload network, and may adversely affect our financial position and results of operations.

Criminals are using increasingly sophisticated methods to engage in illegal activities using deposit account products (including prepaid cards), reload products, or customer information. Illegal activities involving the Program Manager’s products and services often include malicious social engineering schemes. Illegal activities may also include fraudulent payment or refund schemes and identity theft. The Program Manager relies upon third parties for transaction processing services, which subjects the Program Manager and its end customers to risks related to the vulnerabilities of those third parties. A single significant incident of fraud, or increases in the overall level of fraud, involving the Program Manager’s cards and other products and services, have in the past and could in the future result in reputational damage it and to us. Such damage could reduce the use and acceptance of the Program Manager’s cards and other products and services, cause retail distributors to cease doing business with us or lead to greater regulation that would increase the Program Manager’s compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines on the Program Manager, which could adversely affect our business, results of operations and financial condition.

The Program Manager operates in a highly regulated environment, and failure by it, the banks that issue its cards, and the businesses that participate in it reloads network to comply with applicable laws and regulations could have an adverse effect on our business, financial position and results of operations.

The Program Manager operates in a highly regulated environment, and failure by it, the banks that issue its cards or the businesses that participate in it reloads network or other business partners to comply with the laws and regulations to which it is subject could negatively impact our business. The Program Manager is subject to state money transmission licensing requirements and a wide range of U.S. federal and other state laws and regulations. In particular, the Program Manager’s products and services are subject to an increasingly strict set of legal and regulatory requirements intended to protect consumers and to help detect and prevent money laundering, terrorist financing and other illicit activities. For example, the Program Manager is subject to the anti-money laundering reporting and recordkeeping requirements the Bank Secrecy Act (“BSA”), as amended by the PATRIOT Act. In addition, legal requirements relating to the collection, storage, handling, use, disclosure, transfer, and security of personal data continue to increase, along with enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations.

Many of these laws and regulations are evolving, can be unclear and inconsistent across various jurisdictions, and ensuring compliance with them is difficult and costly. Failure by the Program Manager or those businesses to comply with the laws and regulations to which they are or may become subject could result in fines, penalties or limitations on our ability to conduct our business, or federal or state actions, any of which could significantly harm the Program Manager’s and our reputation with consumers, banks that issue the Program Manager’s prepaid cards and regulators, and could materially and adversely affect our business, operating results and financial condition.

Changes in the laws and regulations to which the Program Manager is subject, or to which they may become subject, may increase our costs of operation, decrease our operating revenues and disrupt our business.

The banking, financial technology, transaction processing service industries are highly regulated and, from time to time, the regulations affecting these industries, and the manner in which they are interpreted, are subject to change and legal action. Accordingly, changes in laws and regulations or the interpretation or enforcement thereof may occur that could increase our compliance and other costs of doing business, require significant systems redevelopment, or render the Program Manager’s products or services less profitable or obsolete, any of which could have an adverse effect on our results of operations. For example, the Program Manager could face more stringent anti-money laundering rules and regulations, as well as more stringent licensing rules and regulations, compliance with which could be expensive and time consuming. In addition, adverse rulings relating to the industries in which the Program Manager participates in the countries in which it and we operate could cause the Program Manager’s products and services to be subject to additional laws and regulations, which could make the Program Manager’s products and services, of which we are a reseller, less profitable.

If additional regulatory requirements were imposed on the sale of the Program Manager’s products and services, the requirements could lead to a loss of retail distributors, which, in turn, could materially and adversely impact our operations. Moreover, if the Program Manager’s products are adversely impacted by the interpretation or enforcement of these regulations or we or any of our retail distributors were unwilling or unable to make any such operational changes to comply with the interpretation or enforcement thereof, we would no longer be able to resell the Program Manager’s products and services through that noncompliant retail distributor, which could have a material adverse effect on our business, financial position and results of operations.

From time to time, international, U.S. federal and state legislators and regulatory authorities, including state attorneys general, increase their focus on the banking and consumer financial services industries and may propose and adopt new legislation that could result in significant adverse changes in the regulatory landscape for financial institutions and financial services companies.

If new regulations or laws result in changes in the way ~~the~~our ~~Program~~business ~~Manager~~ is regulated, these regulations could expose ~~the~~us ~~Program Manager~~ to increased regulatory oversight, more burdensome regulation of its business, and increased litigation risk, each of which could increase ~~the~~ ~~Program~~our ~~Manager’s~~ costs which may decrease our operating revenues. Furthermore, limitations placed on fees we charge or the disclosures that must be provided with respect to ~~the~~our ~~Program Manager’s~~ products and services could increase our costs and may decrease our operating revenues.

Changes in rules or standards set by the payment networks, such as Visa and MasterCard, or changes in debit network fees or products or interchange rates, could adversely affect our business, financial position and results of operations.

The Program Manager is subject to association rules that could subject it to a variety of fines or penalties that may be levied by the card associations or networks for acts or omissions by the Program Manager or businesses that work with it, including card processors, such as MasterCard PTS. The termination of the card association registrations held by the Program Manager or any changes in card association or other debit network rules or standards, including interpretation and implementation of existing rules or standards, that increase the cost of doing business or limit the Program Manager’s ability to provide its products and services could have an adverse effect on our business, operating results and financial condition. In addition, from time to time, card associations may increase the fees that they charge, which could increase our operating expenses, reduce our profit margin and adversely affect our business, results of operations and financial condition.

Furthermore, we expect a substantial portion of our operating revenues to be derived from interchange fees. The amount of interchange revenues that we earn is highly dependent on the interchange rates that the payment networks set and adjust from time to time. The current interchange lawsuit settlement may possibly have a dampening effort on higher interchange fees. Visa and Mastercard tack on additional charges to transaction interchange fees, which may cause them to raise fees to other parties like us.

The enactment of the Dodd-Frank Act required the Federal Reserve Board to implement regulations that have substantially limited interchange fees for many issuers. While the interchange rates that may be earned by us are exempt from the limitations imposed by the Dodd-Frank Act, there can be no assurance that future regulation or changes by the payment networks will not impact on our interchange revenues substantially. If interchange rates decline, whether due to actions by the payment networks or future regulation, we would likely need to change our fee structure to offset the loss of interchange revenues. However, our ability to make these changes will be limited by the terms of our future contracts and other commercial factors, such as price competition. To the extent we increase the pricing of the Program Manager’s products and services, we might find it more difficult to acquire consumers and to maintain or grow card usage and customer retention, and we could suffer reputational damage and become subject to greater regulatory scrutiny. The Program Manager’s may also have to discontinue certain products or services. As a result, our total operating revenues, operating results, prospects for future growth and overall business could be materially and adversely affected.

The Program Manager receives important services from third-party vendors. Replacing them would be difficult and disruptive to its business.

Some services relating to the Program Manager’s business, including fraud management and other customer verification services, transaction processing and settlement, card production, and customer service, are outsourced to third-party vendors. It would be difficult to replace some of the Program Manager’s third-party vendors in a timely manner if they were unwilling or unable to provide the Program Manager with these services during the term of their agreements with us and our business and operations could be adversely affected.

Our business could suffer if there is a decline in the use of prepaid cards as a payment mechanism or there are adverse developments with respect to the prepaid financial services industry in general.

As the prepaid financial services industry evolves, consumers may find prepaid financial services to be less attractive than traditional or other financial services. Consumers might not use prepaid financial services for any number of reasons, including the general perception of our industry, new technologies and a decrease in our distribution partners’ willingness to sell these products as a result of a more challenging regulatory environment. If consumers do not continue or increase their usage of prepaid cards, including making changes in the way prepaid cards are loaded, our operating revenues may decline. Any projected growth for the industry may not occur or may occur more slowly than estimated.

If consumer acceptance of prepaid financial services does not continue to develop or develops more slowly than expected or if there is a shift in the mix of payment forms, such as cash, credit cards, traditional debit cards and prepaid cards, away from our products and services, it could have a material adverse effect on our financial position and results of operations.

A data security breach could expose ~~the~~us ~~Program Manager~~ to liability and protracted and costly litigation, and could adversely affect its and our reputation and operating revenues.

~~The~~We ~~Program Manager~~ and ~~its~~our retail distributors, network acceptance members, third-party processors and the merchants that ~~accept the Program Manager’s cards~~ receive, transmit and store confidential customer and other information in connection with the sale and use of ~~the~~ ~~Program~~our ~~Manager’s~~ products and services. ~~The~~Our ~~Program Manager’s~~ encryption software and the other technologies ~~the~~that ~~Program Manager~~ uses to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. The risk of unauthorized circumvention of its security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. ~~The~~Our ~~Program Manager’s~~ network acceptance members, other business partners, third-party processors ~~and the merchants~~ that accept the ~~Program~~our ~~Manager’s~~services ~~cards also~~ may experience similar security breaches involving the receipt, transmission and storage of ~~the Program Manager’s~~ confidential customer and other information. Improper access to ~~the~~our ~~Program Manager~~ or these third parties’ systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information.

169

A data security breach of the systems on which sensitive cardholder or other customer or end-customer data and account information are stored could lead to fraudulent activity involving the Program Manager’s products and services, reputational damage and claims or regulatory actions against the Program Manager and possibly us. If we are sued in connection with any data security breach, we could be involved in protracted and costly litigation. If unsuccessful in defending that litigation, we might be forced to pay damages and/or change our business practices, any of which could have a material adverse effect on our operating revenues and profitability. The Program Manager would also likely have to pay (or indemnify the banks that issue our cards for) fines, penalties and/or other assessments imposed by Visa or MasterCard as a result of any data security breach. Further, a significant data security breach could lead to additional regulation, which could impose new and costly compliance obligations. In addition, a data security breach at one of the third-party banks that issue the Program Manager’s cards or at the Program Manager’s network acceptance members, other business partners, third-party processors or the merchants that accept the Program Manager’s cards could result in significant reputational harm to the Program Manager and, as a reseller of the Program Manager’s prepaid, branded cards, to us and cause the use and acceptance of the Program Manager’s cards or other products and services to decline, either of which could have a significant adverse impact on our operating revenues and future growth prospects.

Litigation or investigations could result in significant settlements, fines or penalties.

~~The~~We ~~Program Manager or we~~ may be subject to securities class actions and other litigation or regulatory or judicial proceedings or investigations. The outcome of litigation and regulatory or judicial proceedings or investigations is difficult to predict. Plaintiffs or regulatory agencies or authorities in these matters may seek recovery of very large or indeterminate amounts, seek to have aspects of our business ~~suspended~~ suspended or modified or seek to impose sanctions, including significant monetary fines. The monetary and other impact of these actions, litigations, proceedings or investigations may remain unknown for substantial periods of time. The cost to defend, settle or otherwise resolve these matters may be significant. Further, an unfavorable resolution of litigation, proceedings or investigations against us could have a material adverse effect on our business, operating results, or financial condition. If regulatory or judicial proceedings or investigations were to be initiated against ~~the Program Manager or~~ us by private or governmental entities, adverse publicity that may be associated with these proceedings or investigations could negatively impact on our relationships with retail distributors and decrease acceptance and use of, and loyalty to, ~~the~~our ~~Program Manager’s~~ products and related services, and could impact ~~the~~on ~~price of~~ our Common Stock. In addition, such proceedings or investigations could increase the risk that we will be involved in litigation. The outcome of any such litigation is difficult to predict and the cost to defend, settle or otherwise resolve these matters may be significant. For the foregoing reasons, if regulatory or judicial proceedings or investigations were to be initiated against us by private or governmental entities, our business, results of operations and financial condition could be adversely affected, or our stock price could decline.

We may be unable to adequately protect our brand and third parties may allege that we are infringing their intellectual property rights.

The “BlueOne Card” brand is important to our business, and we plan to utilize trademark registrations and other means to protect it. Our business would be harmed if we were unable to protect our brand against infringement and its value was to decrease as a result.

The Program Manager may be unable to adequately protect its brand and its intellectual property rights related to its products and services and third parties may allege that it is infringing their intellectual property rights.

The Program Manager’s brands and marks are important to its business, and it utilizes trademark registrations and other means to protect them. The Program Manager’s business would be harmed if it was unable to protect its brand against infringement and its value was to decrease as a result.

The Program Manager relies on a combination of patent, trademark and copyright laws, trade secret protection and confidentiality and license agreements to protect the intellectual property rights related to the Program Manager’s products and services. The intellectual property rights of the Program Manager could be challenged, invalidated or circumvented.

The Program Manager may unknowingly violate the intellectual property or other proprietary rights of others and, thus, may be subject to claims by third parties. These assertions may increase over time as a result of growth and the general increase in the pace of patent claims assertions, particularly in the U.S. Because of the existence of a large number of patents in the mobile technology field, the secrecy of some pending patents, and the rapid rate of issuance of new patents, it is not economically practical or even possible to determine in advance whether a product or any of its elements infringes or will infringe on the patent rights of others. Regardless of the merit of these claims, the Program Manager may be required to devote significant time and resources to defending against these claims or to protecting and enforcing its own rights. The Program Manager might also be required to develop a non-infringing technology or enter into license agreements and there can be no assurance that licenses will be available on acceptable terms and conditions, if at all. Some of our intellectual property rights may not be protected by intellectual property laws, particularly in foreign jurisdictions. The loss of the Program Manager’s intellectual property or the inability to secure or enforce its intellectual property rights or to defend successfully against an infringement action could harm our business, results of operations, financial condition and prospects.

The Program Manager is exposed to losses from customer accounts.

Fraudulent activity involving the Program Manager’s products may lead to customer disputed transactions, for which the Program Manager may be liable under banking regulations and payment network rules. The Program Manager’s fraud detection and risk control mechanisms may not prevent all fraudulent or illegal activity. To the extent the Program Manager incurs losses from disputed transactions, our business, results of operations and financial condition could be materially and adversely affected.

Additionally, the Program Manager’s cardholders can incur charges in excess of the funds available in their accounts, and the Program Manager may become liable for these overdrafts. While the Program Manager declines authorization attempts for amounts that exceed the available balance in a cardholder’s account, the application of card association rules, the timing of the settlement of transactions and the assessment of the card’s monthly maintenance fee, among other things, can result in overdrawn accounts.

Maintenance fee assessment overdrafts occur as a result of the Program Manager charging a cardholder, pursuant to the card’s terms and conditions, the monthly maintenance fee at a time when he or she does not have sufficient funds in his or her account. The Program Manager’s remaining overdraft exposure arises primarily from late-posting. A late-post occurs when a merchant posts a transaction within a payment network-permitted timeframe but subsequent to the Program Manager’s release of the authorization for that transaction, as permitted by card association rules. Under card association rules, the Program Manager may be liable for the amount of the transaction even if the cardholder has made additional purchases in the intervening period and funds are no longer available on the card at the time the transaction is posted.

Economic, political and other conditions may adversely affect trends in consumer spending.

The electronic payments industry, including the prepaid financial services segment within that industry, depends heavily upon the overall level of consumer spending. If conditions in the U.S. become uncertain or deteriorate, we may experience a reduction in the number of our accounts that are purchased or reloaded, the number of transactions involving the ~~Program Manager~~Company’s prepaid, branded cards and the use of our reload network and related services. A sustained reduction in the use of the ~~Program~~Millenium ~~Manager~~EBS’s products and related services, either as a result of a general reduction in consumer spending or as a result of a disproportionate reduction in the use of card-based payment systems, would materially harm our business, results of operations and financial condition.

We must be able to operate and scale our technology effectively.

The Program Manager’s ability to continue to provide its products and services to network participants, as well as to enhance its existing products and services and offer new products and services, is dependent on its information technology systems. If the Program Manager is unable to manage and scale the technology associated with its business effectively, it could experience increased costs, reductions in system availability and losses of its network participants. Any failure of our systems in scalability and functionality would adversely impact our business, financial condition and results of operations.10

18Millenium EBS’s ability to continue to provide its products and services to network participants, as well as to enhance its existing products and services and offer new products and services, is dependent on its information technology systems. If Millenium EBS is unable to manage and scale the technology associated with its business effectively, it could experience increased costs, reductions in system availability and losses of its network participants. Any failure of our systems in terms of scalability and functionality would adversely impact our business, financial condition and results of operations.

We are highly dependent on the services of our key ~~executive~~executives, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer.

We are highly dependent on our management team, specifically James Koh and Shinto Matthew. We have an employment agreement in place with Mr. Koh and Mr. Matthew. If we lose our key employee(s), our business may suffer. Furthermore, our future success will also depend, in part, on the continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on the lives of any of our executives, employees or advisors. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

Our future success depends on our ability to attract, integrate, retain and incentivize key personnel.

Our future success will depend, to a significant extent, on our ability to attract, integrate, retain and recognize key personnel, namely our management team and experienced sales, marketing and program and technology development personnel. Replacing departing key personnel can involve organizational disruption and uncertainty. We do not carry “key-man” life insurance on the lives of any of its executives, employees or advisors. We experience transitions among our executive officers from time to time. If we fail to manage any future transitions successfully, we could experience significant delays or difficulty in the achievement of our development and strategic objectives and our business, financial condition and results of operations could be materially and adversely harmed. We must retain and motivate existing personnel, and we must also attract, assimilate and motivate additional highly qualified employees. We may experience difficulty in managing transitions and assimilating our newly hired personnel, which may adversely affect our business. Competition for qualified management, sales, marketing and program and technology development personnel can be intense. Competitors may in the future attempt to recruit our top management and employees. If we fail to attract, integrate, retain and incentivize key personnel, our ability to manage and grow our business could be harmed.

We might require additional capital to support our business in the future, and this capital might not be available on acceptable terms, or at all.

If our unrestricted cash and cash equivalents balances and any cash generated from operations are not sufficient to meet our future cash requirements, we will need to access additional capital to fund our operations. We may also need to raise additional capital to take advantage of new business or acquisition opportunities. We may seek to raise capital by, among other things:

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

	●	issuing convertible or other debt securities; and

	●	borrowing funds under a credit facility.

We may not be able to raise needed cash in a timely basis on terms acceptable to us or at all. Financings, if available, may be on terms that are dilutive or potentially dilutive to our stockholders. The holders of new securities may also receive rights, preferences or privileges that are senior to those of existing holders of our Common Stock. In addition, if we were to raise cash through a debt financing, the terms of the financing might impose additional conditions or restrictions on our operations that could adversely affect our business. If we require new sources of financing but they are insufficient or unavailable, we would be required to modify our operating plans to take into account the limitations of available funding, which would harm our ability to maintain or grow our business.

1911

The occurrence of catastrophic events could damage our facilities or the facilities of third parties on which we depend, which could force us to curtail our operations.

We and some of the third-party service providers on which we depend for various support functions, such as customer service and card processing, are vulnerable to damage from catastrophic events, such as power loss, natural disasters, terrorism and similar unforeseen events beyond our control. Our principal offices, for example, are situated in southern California near known earthquake fault zones. If any catastrophic event were to occur, our ability to operate our business could be seriously impaired. In addition, we might not have adequate insurance to cover our losses resulting from catastrophic events or other significant business interruptions. Any significant losses that are not recoverable under our insurance policies, as well as the damage to, or interruption of, our infrastructure and processes, could seriously impair our business and financial condition.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. If we are unable to maintain adequate internal control over financial reporting, we might be unable to report our financial information on a timely basis and might suffer adverse regulatory consequences. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. We have in the past and may in the future discovered areas of our internal financial and accounting controls and procedures that need improvement. Our internal control over financial reporting will not prevent or detect all ~~error~~errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company will be detected. If we are unable to maintain proper and effective internal controls, we may not be able to produce accurate financial statements on a timely basis, which could adversely affect our ability to operate our business and could result in regulatory action, and could require us to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial condition and results of operations.

Our accounting policies and methods are fundamental to how we record and report on our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and results of operations and are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain. If those assumptions, estimates or judgments were incorrectly made, we could be required to correct and restate prior period financial statements. Accounting standard-setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC and banking regulators) may also amend or even reverse their previous interpretations or positions on how various standards should be applied. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the need to revise and republish prior period financial statements.

Risks Related to Our Financial Condition

There are doubts about our ability to continue as a going concern.

We are a development stage enterprise and have recently commenced planned principal operations. We have not ~~earned~~yet ~~any~~generated any significant revenues and have ~~incurred~~suffered operating losses since July 6, 2007 (Inception Date) to date. We recorded a net loss attributable to BlueOne Card, Inc. common stockholders of $1,~~613~~051,~~140~~243, ~~and~~net cash flows used in ~~operations~~operating activities of $1301,~~146,710~~859 for the ~~fiscal~~ year ended March 31, ~~2024~~2025, asand ~~compared to~~have ~~net~~an ~~loss~~accumulated deficit of $14,~~118~~922,~~799~~995 and ~~cash~~working ~~used~~capital indeficit ~~operations~~ of $~~331~~1,~~574~~703,356, ~~for~~as ~~the~~of ~~fiscal year ended~~ March 31, ~~2023~~2025. These factors, among others, raise a substantial doubt ~~about~~regarding our ability to continue as a going concern. The continuation of our business as a going concern is dependent upon the continued financial support from its shareholders, our ability to obtain necessary financing to continue operations, and the attainment of profitability. If we are unable to obtain adequate capital, we could be forced to cease operations.

2012

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financing or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on our business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders.

We intend to overcome the circumstances that impact on our ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. We anticipate raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support our business operations; however, we may not have commitments from third parties for a sufficient amount of additional capital. We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital, when needed, could limit our ability to continue our operations. Our ability to obtain additional funding will determine our ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations, and stock price and require us to curtail or cease operations, sell off our assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our Common Stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise additional funds, and may require that we relinquish valuable rights.

Our management has limited experience of operating a public company and is subject to the risks commonly encountered by early-stage companies.

Although our management has experience inof operating in small companies, our management has not had to manage expansion while being a public company. Many investors may treat us as an early-stage company. In addition, our management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

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

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

	●	risks that our growth strategy may not be successful;

These risks are described in more detail herein. Our future growth will depend substantially on our ability to address these, and the other risks described herein. If we do not successfully address these risks, our business could be significantly harmed.

We have a limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operations.

As we have limited operations in our business and have yet to generate significant revenue, it is extremely difficult to make accurate predictions and forecasts of our finances. This is compounded by the fact that we operate in a rapidly transforming industry. There is no guarantee that our products or services will remain attractive to potential and current users as these industries undergo rapid change, or that potential customers will utilize our services.

2113

As a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

We have not yet produced a net profit and may not in the near future, if at all. While we expect to earn revenues and grow, we have not achieved profitability and cannot be certain that we will be able to sustain our current growth rate or realize sufficient revenue to achieve profitability. Our ability to continue as a going concern may be dependent upon raising capital from financing transactions, generating revenues throughout the year and keeping operating expenses below revenue levels in order to achieve positive cash ~~flows~~flow, none of which can be assured.

We may be unable to manage growth, which may impact on our potential profitability.

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

	●	establish definitive business strategies, goals and objectives;

	●	maintain a system of management controls;

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

If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.

Our lack of adequate D&O insurance may also make it difficult for it to retain and attract talented and skilled directors and officers.

In the future, we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify its officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for it to retain and attract talented and skilled directors and officers, which could adversely affect our business.

We expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

We estimate that it will cost approximately $~~300~~500,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

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Risks Related to Ownership of Our Common Stock

The price of Common Stock may be volatile.

In the recent past, stocks generally, and financial services company stocks in particular, have experienced high levels of volatility. The trading price of our Common Stock has been highly volatile since trading commenced. The trading price of our Common Stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. Factors that could cause fluctuations in the trading price of our Common Stock include the following:

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

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

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

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

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

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

	●	business disruptions and costs related to shareholder activism;

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

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

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

	●	general economic conditions;

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

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

In the past, many companies that have experienced volatility in the market price of their stock have become subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Our Common Stock is very thinly traded, our stockholders may be unable to sell at or near ask prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares.

Our Common Stock has historically been sporadically traded on the OTC Markets, meaning that the number of people interested in purchasing our shares at, or near ask prices at any given time, may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as us or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give shareholders any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that current trading levels will be sustained.

2315

The market price for our Common Stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history, and lack of revenue, which could lead to wide fluctuations in our share price. The price at ~~which~~ which a shareholder purchases our shares may not be indicative of the price that will prevail in the trading market. Our shareholders may be unable to sell their shares at or above the purchase price, which may result in substantial losses to our shareholders.

The market for our shares of Common Stock is characterized by significant price volatility when compared to seasoned issuers and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our shares are sporadically traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our shares is sold into the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative investment due to, among other matters, our limited operating history and lack of significant revenue or profit to date, and the uncertainty of future market acceptance ~~for~~of our products and services. As a consequence of this enhanced risk, more risk-averse investors may, under ~~the~~ fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the securities of a seasoned issuer. The following factors may add to the volatility in the price of our shares: actual or anticipated variations in our quarterly or annual operating results, government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures, our capital commitments, and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our shares regardless of operating performance. We cannot make any predictions or projections as to what the prevailing market price for our shares will be at any time, including as to whether our shares will sustain their current market prices, or as to what effect the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

We do not expect to pay dividends in the future; any return on investment may be limited to the value of our Common Stock.

We do not currently anticipate paying cash dividends on our Common Stock in the foreseeable future. The payment of dividends on Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such ~~time~~times as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to ~~increasing~~increase our capital base and development and marketing efforts. There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our Common Stock may be less valuable because a return on investment will only occur if our stock price ~~appreciates~~is appreciated.

Our charter documents and Nevada law could discourage, delay or prevent a takeover that stockholders consider favorable and could also reduce the market price of our Common Stock.

Our Articles of Incorporation and Bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to nominate directors for election to our board of directors and take other corporate actions. These provisions, among other things:

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

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

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

These and other provisions in our Articles of Incorporation and Bylaws, as well as provisions under Nevada law, could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of our Common Stock and result in the trading price of our Common Stock being lower than it otherwise would be.

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ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.

CYBER SECURITY

Cybersecurity is an important aspect of our business operations, and we are committed to protecting our systems, data, and the information of our clients and stakeholders. We recognize that cybersecurity threats are constantly evolving and that maintaining robust security measures is an ongoing process. Below is an overview of our cybersecurity risk management and the measures we have in place:

	●	*Governance and Oversight*: Our Board of Directors and senior management are actively involved in overseeing our cybersecurity policies and practices and managing those responsible for coordinating and implementing cybersecurity initiatives across the organization.

	●	*Risk Assessment and Management*: We conduct risk assessments to identify potential cybersecurity threats and vulnerabilities. This includes evaluating the likelihood and potential impact of various threats, such as data breaches, malware attacks, and insider threats. Based on these risk assessments, we develop and implement risk management strategies to mitigate identified risks.

	●	*Information Security Policies and Procedures*: We have established information security policies and procedures that govern the use, protection, and handling of sensitive information. These policies cover areas such as data encryption, access controls, password management, incident response, and employee training.

	●	*Network and Infrastructure Security*: We employ a range of technical measures to secure our network and infrastructure, including firewalls, intrusion detection and prevention systems, and vulnerability assessments. We also use encryption to protect data both in transit and at rest.

	●	*Employee Training and Awareness*: We provide cybersecurity training to employees to raise awareness of the latest threats and best practices for protecting sensitive information. This includes training on how to recognize phishing attempts, handling secure data, and reporting security incidents.

	●	*Third-Party Risk Management*: We assess the cybersecurity practices of our third-party vendors and service providers, including conducting due diligence on vendors before engaging their services and monitoring their compliance with our security requirements.

	●	*Compliance and Reporting*: We comply with all applicable laws and regulations related to cybersecurity, including data protection and privacy laws.

While we believe that our current cybersecurity measures are robust, we recognize that the cybersecurity landscape is constantly evolving, and we remain vigilant in monitoring and adapting our practices to address emerging threats. We are committed to maintaining the confidentiality, integrity, and availability of our systems and data and to protecting the interests of our clients and stakeholders.

ITEM 2.

PROPERTIES

Our principal corporate office is located at 4695 MacArthur Court, Suite 1100, Newport Beach, CA 92660.

On August 27, 2020, we 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. We 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 9, 2022.

On October 26, 2020, we executed a non-cancellable operating lease agreement for our principal office for a monthly rent of $5,500 with the lease commencing on November 1, 2020 for a period of 12 months. We paid a security deposit of $5,500 on October 28, 2020. On November 25, 2021, the Company amended the terms of the operating lease agreement to be on a month-to-month basis, and agreed to increase the ~~security~~ security deposit to $6,500 and a monthly lease payment of $6,500.

On April 13, 2023, we executed a multi-tenant shopping center lease for a sales office for a monthly rent of $2,196 for a term of three years and two months. The rent is payable on the first day of the opening of business or 60 days after the commencement date. The lease required a monthly common area maintenance expense of $1,531 and a security deposit of $4,~~392~~391.

We believe our facilities are adequate to meet our current and near-term needs.

ITEM 3.

LEGAL PROCEEDINGS

We anticipate that we (including any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure you that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. As of the filing of this Annual Report, we are not a party to any pending legal proceedings, nor are we aware of any civil proceeding or government authority contemplating any legal proceeding.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is quoted on the OTCQX under the symbol “BCRD.” The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

	Quarter	High		Low
FISCAL YEAR ENDED MARCH 31, 2025	First	$	5.93	$	5.15
FISCAL YEAR ENDING MARCH 31, 2026	First	$	6.25	$	5.00

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	Quarter	High		Low
FISCAL YEAR ENDED MARCH 31, 2024	First	$	8.75	$	5.00
FISCAL YEAR ENDED MARCH 31, 2025	First	$	5.93	$	5.15
	Second	$	5.2549	$	5.0049
	Third	$	56.7525	$	5.0516
	Fourth	$	56.7549	$	5.7593

	Quarter	High		Low
FISCAL YEAR ENDED MARCH 31, 2023	First	$	8.50	$	8.50
FISCAL YEAR ENDED MARCH 31, 2024	First	$	8.75	$	5.00
	Second	$	85.5025	$	84.50
	Third	$	85.5075	$	85.5005
	Fourth	$	85.75	$	85.5075

~~Dividend Information~~Dividends

We have not paid any cash dividends on our Common Stock to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Holders of Record

As of ~~July~~August 1027, ~~2024~~2025, an aggregate of 1214,~~087~~274,~~454~~670 shares of our Common Stock were issued and outstanding and were owned by approximately 96 135 stockholders of record. An additional number of stockholders are beneficial holders of our Common Stock in “street name” through banks, brokers and other financial institutions that are the record holders.

Unregistered Sales of Equity Securities

OnFrom ~~February~~January 202, ~~2024~~2025 to March 31, 2025, we sold 2534,~~000~~556 shares of common stock to an32 ~~investor~~investors for gross proceeds of $~~100~~153,~~000~~250.

OnThe ~~March~~shares ~~13,~~of ~~2024,~~common westock were issued and sold ~~6,250~~pursuant ~~shares~~to exemptions from the registration requirements of ~~common~~Section ~~stock~~5 toof ~~two~~the ~~investors~~Securities Act ~~for~~contained ~~gross~~in ~~proceeds~~Section 4(a)(2) and/or Regulation D thereof. No sales commissions were paid in connection with the sales of ~~$25~~these securities,~~000~~ and no general solicitation was carried out.

The shares of common stock were issued and sold pursuant to exemptions from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) and/or Regulation D thereof. No sales commissions were paid in connection with the sales of these securities and no general solicitation was used.

ITEM 6.

[RESERVED]

ITEM 7.

MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Cautionary Note Concerning Factors That May Affect Future Results

This Annual Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may also make forward-looking statements in other reports filed with the SEC in materials delivered to shareholders and in press releases. In addition, the Company’s representatives may from time to time make ~~oral~~ forward-looking oral statements.

2618

Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “should,” “could,” “forecast” and other words and terms of similar meaning, typically identify such forward-looking statements. In particular, these include, among others, statements relating to:

	●	the Company’s strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position,

	●	worldwide economic, political, and capital markets conditions, such as interest rates, foreign currency exchange rates, financial conditions of our suppliers and customers, and natural and other disasters or climate change affecting the operations of the Company or our suppliers and customers,

	●	new business opportunities, product development, and future performance or results of current or anticipated products,

	●	the scope, nature or impact of acquisition, strategic alliance and divestiture activities,

	●	the outcome of contingencies, such as legal and regulatory proceedings,

	●	future levels of indebtedness, common stock repurchases and capital spending,

	●	future availability of and access to credit markets,

	●	pension and postretirement obligation assumptions and future contributions,

	●	asset impairments,

	●	tax liabilities,

	●	information technology security, and

	●	the effects of changes in tax (including the newly enacted Tax Cuts and Jobs Act), environmental and other laws and regulations in the United States and other countries in which we operate.

Overview

BlueOne Card, Inc., is a ~~Nevada~~publicly ~~corporation~~traded ~~(the~~financial ~~“Company”),~~technology ~~through~~company ~~our~~undergoing ~~relationship~~a ~~with~~significant ~~our~~strategic ~~program~~transformation. ~~manager,~~Following ~~Expanse~~our acquisition ~~Financial~~of ~~Technologies,~~Millennium ~~Inc.~~EBS (~~the~~ “~~Program Manager~~Millennium”), is a ~~reseller~~sophisticated offintech anplatform ~~all-in-one prepaid~~provider, ~~branded card to be issued by the Program Manager which~~ we ~~believe~~have ~~has~~evolved ~~numerous~~from ~~user~~our ~~benefits.~~foundational ~~The Company terminated its relationship with EndlessOne~~business ~~Global,~~in ~~Inc.~~prepaid oncard orprogram ~~about~~management ~~December~~to ~~18,~~now ~~2023.~~a ~~Through our relationship with our Program Manager~~diversified, weglobal ~~are~~provider ~~aiming~~of toadvanced ~~provide~~payment ~~innovative pay~~infrastructure ~~out~~ solutions ~~and~~for ~~prepaid cards to consumers. Unlike other prepaid card distributors and companies~~banks, ~~we specifically aim to~~financial ~~target~~institutions ~~those customers who are unbanked~~(FIs), ~~or non-bankable,~~ and ~~who~~emerging ~~have~~fintech ~~need to crossing international borders~~companies. ~~The Program Manager’s platform has to be functional to derive revenues therefrom.~~

~~Through~~Our ~~our~~mission ~~relationship~~is ~~with~~to ~~the~~empower ~~Program~~financial ~~Manager,~~organizations weworldwide ~~expect~~ to ~~earn~~modernize ~~revenues~~their ~~mostly~~payment ~~through~~systems, ~~the~~accelerate ~~sale of prepaid debit cards~~innovation, and ~~commissions derived~~meet ~~from~~complex ~~monthly~~regulatory requirements ~~fees~~with ~~charged~~our ~~to customers to the Program Manager provided by us for the issued general purpose reloadable prepaid card~~agile, ~~reloading fees~~scalable, ~~ATM withdrawal fees,~~ and ~~card~~compliant totechnology ~~card money transaction fees~~platforms. We ~~will~~operate beat ~~acting~~the asintersection ~~an independent sales representative~~ of ~~the~~regulatory ~~Program~~compliance ~~Manager~~ and payment weinnovation, ~~will~~positioning ~~not~~the ~~receive~~Company ~~revenue~~to ~~from~~capitalize ~~customer~~on ~~contracts~~major, ~~which~~non-discretionary ~~will~~shifts bein ~~executed with~~ the ~~Program~~global ~~Manager~~financial landscape.

27Strategic Transformation: The Millennium EBS Inc. Acquisition

ToThe ~~date~~acquisition of Millennium EBS represents a pivotal event in the Company’s history, wefundamentally ~~have~~replacing ~~generated~~our ~~minimal~~business ~~revenues~~model ~~from~~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 ~~planned~~total ~~business~~addressable market and shifted our primary focus toward the high-growth, business-to-business is(B2B) in the traditional banking, payments and the fintech sector. Our strategy is now centered on leveraging the Millennium EBS platform to deliver a ~~development~~comprehensive ~~stage~~suite of “Payment Hub” related services.

WeOur ~~are~~Core ~~currently~~Offerings ~~headquartered~~and inSolutions ~~Newport Beach, California.~~

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.

2. Remittance Program via BlueOne Pay

BlueOne Card 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.

Market Opportunity and Growth Strategy

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.

Background

BlueOne Card, Inc. (formerly known as “Avenue South Ltd.,” “TBSS International, Inc.,” or “Manneking Inc.”) was incorporated on July 6, 2007, under the laws of the State of Nevada. We started our business as a retailer and importer of domestic home furnishings from Hong Kong. On September 30, 2011, we changed our name to TBSS International, Inc., 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.

Critical Accounting Policies and Estimates

We apply the following critical accounting policies in the preparation of our financial statements:

~~Inventory~~Accounts Receivable

~~Inventory~~The ofCompany ~~finished~~recognizes ~~goods~~an ~~consists~~allowance offor ~~plastic~~credit ~~prepaid~~losses ~~debit~~on ~~cards~~accounts receivable and ~~gift~~notes ~~cards~~receivable ~~and~~in isan ~~valued~~amount atequal to the ~~lower~~estimated ofprobable losses ~~cost or~~ net ~~realizable~~of ~~value~~recoveries ~~using~~ under the ~~specific~~current ~~identification~~expected credit loss method. The ~~reported~~allowance ~~net~~is ~~value~~based on an analysis of ~~inventory~~historical ~~includes~~bad ~~saleable~~debt experience, ~~prepaid~~current ~~debit~~receivables ~~cards~~aging and ~~gift~~expected ~~cards~~future ~~that~~write-offs, ~~will be~~as ~~sold~~well oras ~~used~~an inassessment ~~future~~of ~~periods.~~specific ~~The~~identifiable ~~Company~~customer ~~reserves~~accounts and ~~for~~notes ~~obsolete~~receivable ~~and~~considered ~~slow-moving~~at ~~inventory~~risk or uncollectible.

~~Internal~~The Company has adopted ASC 326, “Financial Instruments -~~Use~~ Credit Losses”. In accordance with ASC 326, an allowance is ~~Software~~maintained ~~Development~~for ~~Costs~~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.

~~Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred.~~ Internal-~~use software development~~Use ~~costs~~Software are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.

28Costs 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.

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.

Goodwill

Goodwill arising on a business combination represents the difference between the cost of acquisition and the Company’s consolidated interest in the fair value of the identifiable assets and liabilities of a subsidiary as of the date of acquisition. Goodwill is recognized as an asset and is not amortized but is reviewed for impairment at least annually. Any impairment is recognized immediately in the statement of operations and is not subsequently reversed.

Stock-based Compensation

The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. ~~The~~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 ~~the~~ 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.

Revenue Recognition

The Company recognizes revenues from card sales, when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company will recognize revenue from card services fees and card transactions once the service or transaction is completed, respectively. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting ~~Standards~~ Standards Board – Accounting Standards Codification 606 “Revenue ~~From~~from Contracts ~~With~~with Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed.

~~Under~~(1) ~~this~~Identify ~~guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects~~ the consideration we expect to be entitled to in exchange for those goods or services. We review our sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’contract(s) ~~control~~with ~~and~~a ~~performance obligations are satisfied~~customer.

29(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 at a point in time once the implementation services are completed.

Subscription revenues are derived from contracts with customers for use of its subsidiary’s Millenium Payment Hub platform, which is available as a standalone product, but it can also be customized. Subscription revenue is recognized over time on a pro-rata basis over the applicable subscription contractual period, ranging from one month to five years.

Implementation revenues are derived from implementing our 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.

Recent Accounting Pronouncements

See Note 2 of Notes to Financial Statements contained in this Annual Report for management’s discussion of recent accounting pronouncements.

Results of Operations for the Year Ended March 31, ~~2024~~2025 Compared to the Year Ended March 31, ~~2023~~2024

Revenue and Cost of Sales

We recorded $4110,~~000~~145 in revenues from the implementation of services and subscription revenues for the year ended March 31, 2025. We recorded $254,000 in revenues from the sale of prepaid debit cards for the ~~years~~year ended March 31, 2024. ~~and~~We ~~2023~~recorded $31,948 for the costs incurred with the ~~respectively~~implementation of software services and subscription revenues for the year ended March 31, 2025. We recorded $1,600 ~~and $14,000~~ for the cost associated with the purchase of debit cards for the ~~years~~year ended March 31, ~~2024~~ ~~and 2023, respectively~~2024. In addition, we recorded $~~72,900~~0 and $2672,~~385~~900 as reserve for the net realizable value of prepaid cards inventory and charged to the cost of sales for the year ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively. As a result, we reported a gross ~~(loss)~~ profit of ($7078,~~500)~~197 ~~and ($15,385)~~ for the ~~years~~year ended March 31, ~~2024~~2025, and ~~2023~~a gross loss of $70,500 ~~respectively~~for the year ended March 31, 2024.

Operating Expenses

Operating expenses included legal, accounting and professional fees, all costs associated with advertising and marketing, rent, payroll and other expenses. We recorded operating expenses of $1,~~553~~237,~~729~~816 and $1,~~098~~553,~~486~~729 for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~increase of $455,243~~ reduction in operating expenses ~~was~~of $315,913 resulted primarily due to ~~the~~our ~~increase~~reduction ~~in filing and regulatory fees~~ of $5354,~~149,~~913 ~~increase~~ in ~~rent~~advertising ofand ~~$51,565~~marketing ~~due to~~promotions ~~leasing~~of ~~additional~~our ~~office~~prepaid ~~space,~~debit ~~increase~~cards ~~in marketing~~ and ~~advertising~~internal-sue ~~and~~software ~~promotions~~costs, reduction of $~~414~~33,~~125,~~337 ~~increase~~ in ~~bad~~legal, ~~debt~~professional ~~expenses related~~and tofiling ~~uncollectible~~fees, ~~promissory~~reduction ~~notes~~ of $~~102~~61,~~305,~~721 ~~increase~~ in research and development ~~expense~~costs, ofoffset ~~$102,217,~~by ~~and~~an increase ~~in depreciation and amortization~~ of ~~leaseholds of~~ $79134,~~473.~~058 ~~Increase~~ in ~~operating~~general ~~expenses during fiscal 2024 was offset by a reduction in consulting~~ and ~~business~~administrative ~~advisory~~ expense ~~to consultants totaling $418,981~~ for the year ended March 31, ~~2024~~2025 as compared to March 31, ~~2023~~2024.

Other Income (Expense)

Other income and expenses included interest income of $~~11,137~~0 and $011,137 for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively. Interest ~~income~~ income was earned on cash balances invested in money market funds due to higher interest rates in 2024 compared to ~~2023~~2025. Interest expense was related ~~relating~~ to the ~~finance~~interest ~~arrangement~~charged on ~~purchase of Company vehicle, and interest on~~ credit cards. Interest expense ~~totaled~~ totalled $4815,927 and $~~4,928~~48 for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~Interest expense decreased as a result of the sale of vehicle during the year ended March 31, 2023.~~

Non-Controlling Interest

On October 25, 2024, we agreed to acquire 60% of the issued and outstanding shares of Millenium EBS in exchange for 2.1 million shares of our common stock and $500,000 in cash consideration. The acquisition completed on December 13, 2024. We recorded loss allocated to non-controlling interest for the period from December 14, 2024 to March 31, 2025 of $124,303.

Net Losses

We incurred a net loss of $1,~~613~~175,~~140~~546 for the year ended March 31, ~~2024~~2025 as compared to a net loss of $1,~~118~~613,~~799~~140 for the year ended March 31, ~~2023~~2024. The ~~increase~~decrease in loss of $~~494~~437,~~341~~594 was primarily due to the ~~increase~~decrease in operating expenses incurred by us.

Liquidity and Capital Resources

Liquidity and Capital Resources for the Year Ended March 31, ~~2024~~2025 Compared to the Year Ended March 31, ~~2023~~2024.

	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Summary of Cash Flows:
Net cash used in operating activities	$	(1317,~~146,710~~295	)	$	(~~331~~1,~~574~~146,710	)
Net cash used in investing activities		~~(841,345~~-	)		(28841,~~700~~345	)
Net cash provided by financing activities		1288,~~395,000~~250			~~987~~1,~~074~~395,000
Net increase in cash and cash equivalents		(593,055	)		626,800
Net decrease in cash and cash equivalents		(29,045	)		(593,055	)
Beginning cash and cash equivalents		~~668~~75,~~118~~063			41668,~~318~~118
Ending cash and cash equivalents	$	7546,~~063~~018		$	~~668~~75,~~118~~063

3023

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

	●	Curtail our operations significantly, or

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

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

Operating Activities

Net cash used in operations of $1317,~~146,710~~295 for the year ended March 31, ~~2024~~2025 was primarily a result of a ~~net~~ loss of $1,~~613~~175,~~140~~546, depreciation ~~and~~ and amortization of $~~111~~123,~~943~~552, ~~write~~non-cash ~~down~~rent expense of ~~inventory~~$2,859, amortization of ~~prepaid~~internal-use ~~cards~~software cost of $72120,~~900~~362, and ~~bad~~credit ~~debt~~loss ~~provision on notes receivable~~ expense of $~~102~~85,~~305~~020. In addition, the Company recorded a net increase in operating assets and liabilities of $~~179~~526,~~282~~458 due to ~~reduction~~an increase in ~~inventory~~accounts receivable of $194,~~600~~740, ~~decrease~~ increase in prepaid deposits and other current assets of $~~289~~3,309, ~~decrease~~increase in accounts payable and accrued liabilities of $8189,~~012~~259, increase in compensation payable to ~~officer~~officers of $~~190~~209,~~575~~633, increase in deferred revenues of $55,252, and ~~decrease~~increase in related party payables of $5,170,363.

Net cash used in operations of $~~331~~1,~~574~~146,710 for the year ended March 31, ~~2023~~2024 was primarily a result of a net loss of $1,~~118~~613,~~799~~140, ~~inventory reserve~~depreciation and amortization of $26111,~~385~~943, ~~depreciation~~write down of ~~$32,470,~~inventory ~~noncash~~of ~~rent~~prepaid ~~expense~~cards of $672,~~155~~900, ~~loss~~and onbad ~~sale~~debt ofprovision ~~vehicle~~on ofnotes ~~$2,196~~receivable ~~and stock-based compensation expense~~ of $~~500~~102,~~000~~305. In addition, the Company recorded a net increase in operating assets and liabilities of $~~232~~179,~~329~~282 due to ana ~~increase~~reduction in inventory of $221,~~985~~600, decrease in prepaid deposits of $68289,~~366,~~ ~~increase~~decrease in accounts payable and accrued liabilities of $408,~~445~~012, ~~decrease in customer deposits of $20,000,~~ increase in compensation payable to officer of $~~173~~190,~~250~~575, and decrease in related party payables of $65,~~747~~170.

Investing Activities

Net cash used in investing activities for the year ended March 31, 2025 was $0.

Net cash used in operating activities for the year ended March 31, 2024 was $841,345 due to cash paid $405,791 for purchase of internal-use software development costs, cash paid $333,249 for purchase of property and equipment, and cash of $102,305 advanced against promissory notes receivable.

Net cash used in investing activities for the year ended March 31, 2023 was $28,700 which resulted from purchase of software development costs.

Financing Activities

Net cash provided by financing activities for the year ended March 31, 2025 was $288,250, consisted of cash proceeds from the sale of common stock of $358,250 offset by cash paid to related party to pay down the acquisition payable for acquisition of Millenium EBS of $70,000.

Net cash provided by financing activities for the year ended March 31, 2024 was $1,395,000, consisting of cash proceeds of $1,335,000 received from sale of common stock of the Company, and $60,000 in cash proceeds received from common stock subscriptions.

Net cash provided by financing activities for the year ended March 31, 2023 was $987,074, consisted of cash proceeds from the sale of common stock of $372,500, cash received from common stock subscriptions of $617,700, and cash paid for loan payable of $3,126.24

Future Capital Requirements

Our current available cash and cash equivalents are insufficient to satisfy our liquidity requirements. Our capital requirements for the next fiscal ~~years~~year 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, asin ~~well~~addition asto the costs incurred ~~associated~~for ~~with~~being ~~our~~a ~~capital~~public ~~raising~~company, ~~efforts~~ and ~~being~~costs aassociated ~~public~~with ~~company~~capital raising efforts.

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~~are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Going Concern

The accompanying financial statements have been prepared on a going concern basis. ~~For~~which contemplates the ~~year~~realization ~~ended~~of ~~March~~assets ~~31,~~and settlement ~~2024~~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, we2007 (Inception Date) to date. The Company recorded a net loss attributable to the common stockholders of BlueOne Card, Inc. of $1,~~613~~051,~~140~~243, ~~reported~~ net cash flows used in operating activities of $1317,~~146~~295 for the year ended March 31,~~710~~ 2025, and ~~recorded~~has aan accumulated deficit and working capital deficit of $~~624~~4,~~037~~ 922,995 and ~~an accumulated deficit of~~ $31,~~871~~703,~~752~~356, as of March 31, ~~2024~~2025. These ~~matters~~factors, among others, raise a substantial doubt ~~about~~regarding ~~our~~the Company’s ability to continue as a going concern operation for a period of ~~one~~12 ~~year~~months from the issuance date of ~~this~~these ~~filing~~consolidated financial statements. ~~Our~~The ~~ability~~continuation toof ~~continue~~the Company as a going concern is dependent upon ~~our ability to obtain~~ the ~~necessary~~continued ~~financing~~financial tosupport ~~meet~~from ~~our~~its ~~obligations~~shareholders, ~~and~~the ~~repay~~ability ~~our~~of ~~liabilities~~the ~~arising~~Company ~~from normal business~~to ~~operations~~obtain ~~when~~necessary ~~they~~financing ~~come due,~~ to ~~fund~~continue ~~possible future acquisitions~~operations, and tothe ~~generate~~attainment ~~profitable~~of ~~operations~~profitability. inIf the ~~future.~~Company ~~Our management~~is ~~plans~~unable to ~~provide~~obtain ~~for our~~ adequate capital, ~~requirements~~it bycould ~~continuing~~be forced to ~~issue~~cease ~~additional~~operations. ~~equity~~The ~~and~~accompanying ~~debt~~consolidated ~~securities.~~financial ~~The~~statements ~~outcome of~~do ~~these~~not ~~matters~~include ~~cannot~~any beadjustments to ~~predicted~~reflect atthe ~~this~~recoverability ~~time~~ and ~~there~~classification ~~are~~of norecorded ~~assurances~~asset ~~that,~~amounts ifand ~~achieved,~~classification weof ~~will~~liabilities ~~have~~that ~~sufficient~~might ~~funds~~be tonecessary ~~execute~~should ~~our~~the ~~business~~Company ~~plan~~be orunable ~~generate~~to ~~positive~~continue ~~operating~~as ~~results.~~a ~~The~~going ~~financial statements do not include any adjustments that might result from the outcome of this uncertainty~~concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, ~~evaluates~~evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of ~~the~~ the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

3225

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company are included beginning on page F-1 immediately following the signature page to this Annual Report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and, as such, is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, James Koh, who serves as our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Koh evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, ~~2024~~2025. Based on his evaluation, Mr. Koh concluded that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of March 31, ~~2024~~2025. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Annual Report.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

3326

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, ~~2024~~2025 based upon Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

During its evaluation, management noted certain matters involving internal control and its operation that we consider to be material weaknesses under standards of the Public Company Accounting Oversight Board (“PCAOB”). A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We noted deficiencies involving lack of segregation of duties, lack of internal control documentation and timeliness of production of accounting records 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.~~

Because of these material weaknesses, management concluded that we did not maintain effective internal control over financial reporting as of March 31, ~~2024,~~2025 based on criteria described in Internal Control – Integrated Framework (2013) issued by COSO.

Plan for Remediation of Material Weaknesses

Since these entity level controls have a pervasive effect across the organization, management has determined that these circumstances constitute material weaknesses.

We believe that, since the date that we were made aware of our material weakness, we have improved our internal control over financial reporting by taking certain corrective steps that we believe minimize the likelihood of a recurrence. We have designed a disclosure controls and procedures regime pursuant to which our management has, among other things:

(a) identified the definition, objectives, application and scope of our internal control over financial reporting.

(b) delineated the duties of each member of the group responsible for maintaining the adequacy of our internal control over financial reporting. This group consists of:

(i) our Chief Executive Officer; and

(ii) an independent ~~consultant~~consultants who ~~was~~were engaged to prepare and assure compliance with both our internal control over financial reporting as well as our disclosure controls and procedures and review our disclosure controls and procedures on a regular basis, subject to our management’s supervision.

3427

We continue to work with our structure in which we have an independent ~~consultant~~consultants, in order to continue implementation of required key controls, perform the necessary steps required for procedures to ensure the appropriate communication and review of inputs necessary for the financial statement closing process, as well as for the appropriate presentation of disclosures within the financial statements. The remediation steps taken are subject to the Chief Executive Officer’s oversight. While management believes there have been improvements of internal controls over financial reporting during the year ended March 31, ~~2024~~2025, management anticipates that further continuing efforts will be needed to effectively remediate the material deficiencies relating to segregation of duties and maintaining adequate supporting documentation to substantiate the information reported in the financial statements which existed as of March 31, ~~2024~~2025, and to assure that complex transactions are properly recorded as the business continues to grow. Our management has been actively engaged in planning for, designing and implementing the corrective steps described above to enhance the effectiveness of our disclosure controls and procedures as well as our internal control over financial reporting. Our management is committed to achieving and maintaining a strong control environment, high ethical standards, and financial reporting integrity, and will take further steps to ensure that personnel are adequate in terms of sophistication and quantity to adequately ~~assure~~ensure that the financial reporting process is efficient and operated with the sufficient level of integrity to meet and surpass all regulatory standards.

While management is implementing corrective steps to remediate its internal control deficiencies, we cannot assure you that they will be sufficient to be free of a material weakness. If we should in the future conclude that our internal control over financial reporting suffers from a material ~~weakness~~weaknesses, we will be required to expend additional resources to improve it. Any additional instances of material weaknesses could require a restatement of our financial statements. If such restatements are required, there could be a material adverse effect on our investors’ confidence that our financial statements fairly present our financial condition and results of operations, which in turn could materially and adversely affect the market price of our common stock.

Changes in Internal Control over Financial Reporting

Other than the remediation activities undertaken by us as disclosed above, there have been no changes in our internal control over financial reporting during the year ended March 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

During the year ended March 31, ~~2024~~2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement” or or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Effective February 27, 2024, the Company entered into an authorized reseller agreement with ExpanseFT, a program manager , pursuant to which the Company agreed to be a reseller or an independent sales representative of the program manager and its products, and the program manager agreed to support our reselling efforts. On February 20, 2025, the Company and ExpanseFT mutually agreed to terminate the agreement. Upon termination of the agreement, ExpanseFT refunded the one-time cash fee of $42,500 for program implementation and relieved the Company of all its obligations per the terms of the agreement. Once ExpanseFT engages a sponsor bank that is open to the BlueOne’s business model, the Company will enter into an authorized reseller agreement and re-engage ExpanseFT as program manager.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names, positions and ages of our current executive officers and directors. All directors serve until the next annual meeting of stockholders or until their successors are elected and qualified. Officers are appointed by our board of directors, and their ~~terms~~term of office ~~are~~is, except to the extent governed by an employment contract, at the discretion of our board of directors.

Name	Age	Title
James Koh*	5657	President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors
Taugyu Choi	5152	Director, Audit, Compensation, and Corporate Governance and Nominating Committee Member
Dong Sung Lee	5455	Director, Audit, Compensation, and Corporate Governance and Nominating Committee Member
Shinto Matthew	50	Director, Chief Scientific Officer, Consultant

* Mr. Koh is the ~~majority~~controlling shareholder of our Company.

3528

Our President, CEO, CFO and Chairman

~~Mr. Koh~~James ~~was appointed as an officer and director of the Company on October 7, 2019. Mr.~~ Koh has extensive experience in the wireless telecommunications industry having worked for the past 16 years in R&D, manufacturing, and within senior management positions engaged in developing cellular phones for AT&T, T-Mobile, Telcel (Mexico), and Fido (Canada). From his role as the Chief Executive Officer of Tiger Stand Corp. from 2005 to 2017, he was engaged in sales, marketing, and operations management. Mr. Koh has been a private pilot and FAA licensed since 1990.

Mr. Koh is a visionary CEO and Chairman with over 15 years of expertise in the global payments and financial technology sectors, renowned for driving innovation and strategic growth. As the CEO of BlueOne Card, Inc., Mr. Koh leads a cutting-edge company specializing in prepaid card solutions and cross-border payment processing. Under his leadership, BlueOne Card has established itself as a key player in the industry, delivering innovative financial solutions and leveraging advanced technology to simplify global payment systems. Mr. Koh was appointed as an officer and director of the Company on October 7, 2019. Mr. Koh has extensive experience in the wireless telecommunications industry having worked for 16 years in R&D, manufacturing, and within senior management positions engaged in developing cellular phones for AT&T, T-Mobile, Telcel (Mexico), and Fido (Canada). From his role as the Chief Executive Officer of Tiger Stand Corp. from 2005 to 2017, he was engaged in sales, marketing, and operations management.

Taegyu Choi

Mr. Choi has served as a director of the Company since October 2023. Mr. Choi has technical and managerial- level experience for ~~more~~over ~~than~~ 20 years in software development in various fields with fluent knowledge of hardware and networking. He demonstrates an impeccable sense of ownership to his duties and projects with excellent leadership abilities. His strengths are within the Inventory System, OTT Streaming, e-commerce development, Customer Billing System, and Contents Management System (CMS). He is the founder of A to Z Services Inc. (2021), and previously served as vice -president of Data Stream for digital marketing.

Dong Sung Lee

Mr. Lee has served as a director of the Company since October 2023. Mr. Lee was selected as the operator of the South Korean government program CATV, in 1994, which produced TV programs for KBS (Korean Broadcasting System Company) and SBS. From 2000 to 2010, he served as an Executive Producer and Marketing Director of News for KBS America in the U.S. Mr. Lee is a 2006 recipient of the George W. Bush President Award. Since 2010, Mr. Lee has been the owner of the Maeil Broadcasting Network (MBN) in the U.S. which entails exclusive rights, and Maekyung Money TV in Korea.

Shinto Matthew

Mr. Matthew has served as the Chief Scientific Officer and director of the Company since December 2024. Mr. Matthew is a veteran technology entrepreneur with over 20 years of experience in software, fintech, and enterprise solutions. He began at EBS, modernizing dealing systems, then worked at Brickhouse Software as a Rational Rose specialist. In 1998, he founded Millennium Consultants, digitizing Citi Bank’s statements and enhancing a Big Four audit platform. As EVP at PayCommerce, he scaled cross-border payments before exiting in 2018. In 2019, he created Dialogview, an AI-driven communication platform, and in 2024, launched Millennium EBS to streamline banking for smaller institutions. His career exemplifies innovation, efficiency, and AI-led transformation.

Associations with Companies with a Class of Securities Registered Pursuant to Section 12 or 15(d) of the Exchange Act

None.

Legal Proceedings

During the past ten years, none of the following events ~~would~~applied ~~apply~~ to any of our directors or executive officers:

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

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

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

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

	●	Engaging in any type of business practice; or

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

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

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

●

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

3629

●

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	●	Any Federal or State securities or commodities law or regulation; or

	●	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	●	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics.

We have yet to adopt a Code of Ethics due to the fact we have only two independent directors, ~~and~~ an Executive Director/Officer and weone inside director. We have minimal operations or business, and we have generated minimal revenues. We do not believe that the adoption of ~~an Ethical~~ Code of Ethics would serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. At such a time as we commence more significant business operations, management will recommend that such a code be adopted.

Corporate Governance

On October 2, 2023, the Company established a Corporate Governance and Nominating Committee, Compensation Committee, and an Audit Committee of the board of directors. At such time as the Company commences more significant business operations and/or has additional shareholders and a larger board of directors, the Company will propose expanding its committees of its board of directors, including the Nominating, Compensation, and Audit Committee. Mr. Dong Sung Lee, an independent director, serves as the Chairman of Audit Committee and Mr. Taegyu Choi, an independent director, serves as a member of the Audit Committee. Mr. Choi serves as Chairman of the Corporate Governance and Nominating Committee and Compensation Committee, and Mr. Lee serves as a member of such committees.

Beneficial Ownership Reporting Compliance – Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who ~~beneficially~~ beneficially own more than 10% of the Company’s stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of the forms furnished to the Company and information involving securities transactions of which the Company is aware, besides a Form 3 required to be filed by Shinto Matthew, none of the Company’s officers, directors and holders of more than 10% of the outstanding common stock of the Company failed to timely file reports required by Section 16(a) of the Exchange Act during the year ended March 31, ~~2024~~2025.

3730

ITEM 11.

EXECUTIVE COMPENSATION

Executive Compensation

The following table and related footnotes show the compensation paid to our named executive officers during the last fiscal years ended March 31, ~~2024~~2025 and ~~2023~~2024, and information concerning all compensation paid for services rendered to us in all capacities for our last two fiscal years.

Name and Principal Position	Year-Ended		~~Salary($)~~		Salary($)		~~All Other Compensation($)~~		All Other Compensation($)		~~Total($)~~		Total($)
James Koh, President, CEO, and Chairman**	~~March 31, 2024~~	March 31, 2025		~~190,575~~		209,633		-		-		~~190,575~~		209,633
	March 31, 2023			173,250				-				173,250
		March 31, 2024				190,575				-				190,575

** All compensation in the form of salary owed pursuant to the employment agreement has been unpaid and is being deferred by Mr. Koh. The Company intends to defer payment of executive’s salary compensation until the Company has sufficient amounts to fund both the Company’s operations and executive’s salary.

Employment Agreements

CEO Employment Agreement

On December 1, 2020, we entered into an Employment Agreement with James Koh, our President, CEO, Secretary, and Chairman. 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 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.

As a bonus for entering into the agreement, Mr. Koh was issued 1,000,000 shares of our common stock and, in the event that the agreement is terminated prior to one year from the date of the agreement, Mr. Koh is obligated to return the shares to us. Pursuant to the agreement, Mr. Koh is entitled to an annual base salary of $150,000 and that amount is subject to an automatic 10% annual increase.

Pursuant to the agreement, Mr. Koh is entitled to bonuses, reimbursement of expenses, a vehicle allowance, four weeks of paid vacation, and other incentives.

This agreement does provide for payments to be made as a result of any “Change in Control,” as defined in the agreement, of us.

Outstanding Equity Awards at Fiscal Year-End

None.

Director Compensation

Consulting Agreement - Shinto Matthew

On October 31, 2024, Mr. Shinto Matthew entered into a consulting agreement with Millenium EBS Inc. commencing on November 1, 2024, and shall continue for a period until the fulltime employment agreement is reached. Either party may terminate this agreement with six months of written notice to the other party. Mr. Matthew shall receive a monthly fees of $16,000 per month for providing consulting services to Millenium EBS in accordance with the agreement.

At this time, our directors do not receive any cash compensation for serving as a member of our Board of Directors. The term of office for each Director is one year, or until his/her successor is elected at our annual meeting and qualified. The term of office for each of our officers is at the pleasure of the Board of Directors. The selection of a person or election to the Board of Directors was neither independently made nor negotiated at arm’s length.

During the fiscal years ended March 31, ~~2024~~2025, except as disclosed in “Executive Compensation” above and ~~2023,~~in “Consulting Agreement – Shinto Matthew”, our directors received no compensation for services provided to the Company as directors.

3831

Limitation on Liability and Indemnification

The Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors.

The limitation of liability and indemnification provisions under the Nevada Revised Statues and in our governing documents may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Equity Compensation Plan Information

2022 Stock Incentive Plan

On March 11, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”). The purpose of the 2022 Plan is (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

The 2022 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors. Awards may be made under the 2022 Plan for up to 5,000,000 shares of common stock of the Company. Only employees of our Company or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our Company or an Affiliated Company), and “Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2022 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.

No option awards may be exercisable more than ten years after the date it is granted. In the event of termination of employment for cause, the options terminate on the date of employment is terminated. In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate or transferee has six months following the date of termination to exercise options received at the time of disability or death. In the event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

The 2022 Plan will continue in effect until all the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after its adoption, whichever is earlier. Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of March 31, 2025 and 2024, the Board had awarded consultants 250,000 shares and 250,000 shares of Common Stock under the 2022 Plan.

3932

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table and footnotes thereto sets forth information regarding the number of shares of Common Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) named executive officers, executive officers, and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock. In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes 1214,~~087~~273,~~454~~260 shares of Common Stock outstanding. Unless otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following table is: 4695 MacArthur Court, Suite 1100, Newport Beach, CA 92660.

Name and Address of Beneficial Owners	Amount and Nature of Beneficial Ownership(1)			Percent of Class(1)
Named Executive Officers and Directors’
James Koh, President, CEO, Secretary, and Chairman		301,000,000	(2)		98.983	%
Mr. Taegyu Choi		—			0	%
Mr. Dong Sung Lee		—			0	%
Executive Officers, Named Executive Officers, and Directors as a Group (One Person)		301,000,000			98.98	%
Mr. Shinto Matthew		2,100,000			0.7	%
Executive Officers, Named Executive Officers, and Directors as a Group (Four Individuals)		303,100,000			99.0	%
5% Beneficial Holders (Not Named Above)
None

	⁽¹⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Annual Report.

	⁽²⁾	Includes 292,000,000 shares issuable upon the conversion of 292,000 shares of Series A Convertible Preferred Stock owned by Mr. Koh.

Changes in Control

There are no arrangements known to us the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as disclosed below, for transactions with our executive officers and directors, please see the disclosure under “EXECUTIVE COMPENSATION” above.

4033

On September 30, 2020, our Chief Executive Officer converted 8,000 shares of Series A Convertible Preferred Stock into 8,000,000 shares of our Common Stock.

Our CEO, from time to time, has provided advances to us for our working capital needs. We have recorded a payable to the CEO of $206,~~595 and~~593 and $2520,~~765~~595 at March 31, ~~2024~~2025 and ~~at March 31~~2024, ~~2023,~~ respectively. The funds advanced are unsecured, non-interest bearing, and due on demand. In addition, our director Shinto Matthew is owed a total of $508,302 - $78,302 in advances and consulting fees, and $430,000 cash consideration for acquisition of Millenium EBS as of March 31, 2025. On March 1, 2025, the Company and our director, Mr. Shinto Matthew, sole stockholder of Millenium EBS, mutually agreed to extend the payment of cash consideration to December 31, 2025.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees incurred for the years ended March 31, ~~2024~~2025 and ~~2023~~2024 for professional services rendered by the independent registered public accounting firm for the audits of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

	March 31, 2024		March 31, 2023
	March 31, 2025		March 31, 2024
Audit Fees	$	4869,000	$	2648,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees	$	4869,000	$	2648,000

The Company’s Audit Committee evaluates and approves in advance the scope and cost of the audit engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre- approval policies and procedures.

PART IV

ITEM 15.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements. The financial statements filed as part of this report are listed in the index to financial statements at the beginning of this document.

(a) (2) Financial Statement Schedules. Financial statement schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the Financial Statements or the notes thereto.

(a) (3) Exhibits. The exhibits are either filed with this report or incorporated by reference into this report. Exhibit numbers. See (b) Exhibits, which follow.

4134

(b) Exhibits.

Exhibit Number		Description of Exhibit
3.1(1)		Articles of Incorporation dated July 6, 2007
3.2(2)		Certificate of Amendment dated October 22, 2019
3.3(2)		Certificate of Amendment dated June 22, 2020
3.4(2)		Bylaws
3.5(7)		Articles of Exchange dated December 13, 2024
4.1(2)		Certificate of Designation for Series A Preferred Stock
4.2(4)		2022 Stock Incentive Plan
4.2(3)		2022 Stock Incentive Plan
10.1(2)		Agreement to Partially Convert Series A Convertible Preferred Stock to Common Stock
10.2(2)†		Employment Agreement dated December 1, 2020 with Mr. James Koh
10.3(2)(3)		Reseller Agreement dated April 15, 2020 with EndlessOne Global Inc.
10.3(2)±		Reseller Agreement dated April 15, 2020 with EndlessOne Global Inc.
10.4(5)		Amendment No. 1 to the Reseller Agreement with EndlessOne Global, Inc. dated August 1, 2022
10.4(4)		Amendment No. 1 to the Reseller Agreement with EndlessOne Global, Inc. dated August 1, 2022
10.5(3)*		Service Agreement dated September 1, 2020 with EndlessOne Global, Inc.
10.5(9)±		Service Agreement dated September 1, 2020 with EndlessOne Global, Inc.
10.6		Master Program Manager Services Agreement dated February 27, 2024 with Expanse Financial Technologies, Inc.
10.6(5)±		Master Program Manager Services Agreement dated February 27, 2024 with Expanse Financial Technologies, Inc.
23.1(6)		Consent of SS Accounting & Auditing, Inc.
10.7(7)		Stock Exchange and Acquisition Agreement dated effective October 25, 2024 by, between, and among BlueOne Card, Inc., Millennium EBS, Inc., and Shinto Matthew
23.2(7)		Consent of SS Accounting & Auditing, Inc.
10.8(8)		Master Services Agreement dated April 4, 2025 by and between Millennium EBS Inc. and ABeam Consulting (USA) Ltd.
10.9*		Consulting Agreement with Shinto Matthew dated October 31, 2024
31.1*		Rule 13a-14(a) Certification by Principal Executive Officer and Principal Financial and Accounting Officer
32.1**		Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Instance 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 herewith.

**Furnished herewith.

† Management contract or compensatory plan ± Portions of the exhibit have been omitted

(1)	Filed as Exhibit 3.1 to the Company’s Form S-1/A filed with the Commission on July 28, 2010 under Commission File No. 333-168346
(2)	Filed as an exhibit to the Company’s Form 10 filed with the Commission on December 29, 2020 under Commission File No. 000-56060
(3)	~~Portions~~Filed ofas Exhibit 4.1 to the ~~exhibit~~Company’s ~~have~~Current ~~been~~Report ~~omitted~~on Form 8-K filed with the Commission on March 17, 2022 under Commission File No. 000-56060
(4)	Filed as Exhibit 410.1 to the Company’s ~~Current Report on~~ Form 810-KQ filed with the Commission on ~~March~~November 1721, 2022 under Commission File No. 000-56060
(5)	Filed as Exhibit 10.16 to the Company’s Form 10-QK filed with the Commission on ~~November~~July 2111, ~~2022~~2024 under Commission File No. 000-56060
(6)	Filed as Exhibit 233.1 to the Company’s Form S-8-K filed with the Commission on ~~March~~December 1813, ~~2022~~2024 under Commission File No. ~~333~~000-~~263668~~56060
(7)	Filed as Exhibit 233.1 to the Company’s Form S8-~~1/A~~K filed with the Commission on ~~September~~December 2813, ~~2022~~2024 under Commission File No. ~~333~~000-~~259222~~56060
(8)	Filed as Exhibit 99.1 to the Company’s Form 8-K filed with the Commission on April 10, 2025 under Commission File No. 000-56060
(9)	Filed as Exhibit 10.5 to the Company’s Form 10-K filed with the Commission on July 14, 2023 under Commission File No. 000-56060

ITEM 16.

FORM 10-K SUMMARY

None.

4235

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BlueOne Card, Inc.
Date: July 11, 2024	By:	/s/ James Koh
Date: August 27, 2025	By:	/s/ James Koh
		James Koh
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

NAME	TITLE	DATE
/s/ James Koh	Director	~~July~~August 1127, ~~2024~~2025
Mr. James Koh
/s/ Taegyu Choi	Director	July 11, 2024
/s/ Shinto Matthew	Director	August 27, 2025
Mr. Shinto Matthew
/s/ Taegyu Choi	Director	August 27, 2025
Mr. Taegyu Choi
/s/ Dong Sung Lee	Director	~~July~~August 1127, ~~2024~~2025
Mr. Dong Sung Lee

4336

BLUEONE CARD, INC. AND SUBSIDIARY

~~FINANCIAL~~CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

MARCH 31, ~~2024~~2025 AND ~~2023~~2024

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Firm ID 106)	F-2
Balance Sheets as of March 31, 2024 and 2023	F-3
Consolidated Balance Sheets as of March 31, 2025 and 2024	F-4
Statements of Operations for the Years Ended March 31, 2024 and 2023	F-4
Consolidated Statements of Operations for the Years Ended March 31, 2025 and 2024	F-5
Statements of Changes in Stockholders’ Equity for the Years Ended March 31, 2024 and 2023	F-5
Consolidated Statements of Changes in Equity for the Years Ended March 31, 2025 and 2024	F-6
Statements of Cash Flows for the Years Ended March 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended March 31, 2025 and 2024	F-7
Notes to Financial Statements	F-7 to F-18
Notes to Consolidated Financial Statements	F-8 to F-21

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

BlueOne Card, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BlueOne Card, Inc. (the “Company”) as of March 31, ~~2024~~2025 and ~~2023~~ 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended March 31, ~~2024~~2025, and the related notes (collectively referred to as the “~~financial~~consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of March 31, ~~2024~~2025 and ~~2023~~2024, and the consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has ~~minimal~~not yet generated any significant revenues, has suffered operating losses since inception and in fiscal ~~2024~~ 2025 has a net loss attributable to common stockholders of $1,~~613~~051,~~140~~243 and cash used in operations of $1317,~~146~~295 for the year ended March 31,~~710~~ 2025. The Company also had a working capital deficit and an accumulated deficit as of March 31, ~~2024~~2025 of $~~624~~1,~~037~~703,356 and $34,~~871~~922,~~752~~995, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were ~~communicated~~ communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Valuation~~Business Combinations ~~of Software Development Costs~~

As described in ~~the~~ footnote 12 ~~policy~~ “~~Internal-Use Software~~Business ~~Development Costs~~Combination” and in footnote 5 “~~Internal-Use~~Acquisition ~~Software~~of ~~Development~~Millenium ~~Costs~~EBS, Inc.” to the consolidated ~~Company~~financial ~~capitalizes~~statements, ~~its internal-use~~the ~~software~~Company ~~development~~closed ~~costs~~on ~~and~~the ~~periodically~~business ~~and~~acquisition atof ~~least~~Millenium ~~annually~~EBS, ~~conducts~~Inc. anin ~~impairment~~fiscal ~~test~~2025. The ~~Company~~determination of ~~first~~fair ~~conducts a~~values ~~qualitative~~for ~~assessment~~assets ~~under~~acquired ~~the~~and ~~criteria~~liabilities ofassumed ~~ASC~~and ~~350~~fair value of equity-~~40-35~~based purchase consideration requires management to make significant estimates and ifassumptions ~~there~~such ~~are~~as ~~indicators~~those ~~that~~related ~~the~~to ~~carrying~~forecasts ~~value~~of ~~may~~future ~~not~~revenues, beoperating ~~recoverable then~~margins, ~~the~~operating ~~Company~~expenses, discount ~~conducts~~rates aand ~~quantitative~~equity ~~assessment~~values. Changes in ~~accordance~~these ~~with~~assumptions ~~ASC~~could ~~360-10-35~~have a significant impact on fair values.

~~The~~We identified ~~Company~~business ~~conducted~~combinations as a ~~qualitative~~critical ~~assessment~~audit ~~and determined~~matter. ~~that~~Auditing ~~there~~management’s ~~were~~judgments noregarding ~~indicators~~the above estimates involved a high degree of ~~impairment~~subjectivity.

WeThe primary ~~identified~~procedures ~~the~~we performed to address this critical audit matter included (a) evaluated management’s process for developing its valuation estimates and valuation inputs; (b) assessed the appropriateness of ~~capitalized~~the ~~internal-use~~valuation methodologies used for ~~software~~the ~~development~~acquired ~~costs~~assets asand aliabilities, ~~critical~~including ~~audit~~the ~~matter.~~Multi-Period ~~Auditing~~Excess Earnings Method for internally developed software; (c) evaluated the reasonableness of management’s ~~judgments~~forecasts ~~regarding~~by comparing them to historical information, year-to-date current information, and other supporting evidence; (d) evaluated the ~~qualitative~~discount ~~factors~~rates ~~involved~~by recalculating the back solved IRR for mathematical aaccuracy ~~high~~and ~~degree~~reviewing the inputs to the WACC derived from market-based data, as well as the WARA based on the discount rates applied to the different assets, which were used to assess the reasonableness of ~~subjectivity~~the discount rates used (e) evaluated other significant estimates, including the equity value portions of purchase consideration; and (f) independently recomputed the valuation models for mathematical accuracy.

~~The~~Based ~~primary~~on these procedures, we ~~performed~~concluded tothat ~~address this critical audit matter included (a) gained an understanding of~~ management’s ~~process for assessing the qualitative factors, (b) read the authoritative literature regarding qualitative assessments~~valuations ~~for~~were ~~internal-use~~reasonable ~~software development costs impairment, (c) examined management’s documented qualitative assessment, (d) read management’s documentation about the software in development,~~ and ~~(e)~~that ~~interviewed and made inquiries of two technical consultants to~~ the ~~Company~~methodologies ~~who are~~used ~~involved~~were ~~in the software development process and business development processes~~appropriate. ~~We agreed with management’s conclusion.~~

Goodwill Impairment Assessment

As described in footnote 2 “Goodwill” to the consolidated financial statements, the Company is required to test the carrying amount of goodwill at least annually, or more frequently upon the occurrence of certain events. The valuation of goodwill requires management to make significant estimates and assumptions such as those related to forecasts of future revenues, operating margins, operating expenses, discount rates and equity values. Changes in these assumptions could have a significant impact on fair values.

We identified the goodwill impairment test as a critical audit matter. Auditing management’s judgments regarding the above estimates involved a high degree of subjectivity.

The primary procedures we performed to address this critical audit matter included (a) evaluated management’s process for developing its estimates and valuation inputs; (b) assessed the appropriateness of the valuation methodology used; (c) evaluated the reasonableness of management’s forecasts by comparing them to historical information, year-to-date current information, and other supporting evidence; (d) assessed the reasonableness of the discount rates by evaluating each component; and (e) independently recomputed the valuation models for mathematical accuracy.

Based on these procedures, we concluded that management’s valuations utilized appropriate methods and reasonable estimates to support the conclusion that goodwill was not impaired.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2023.

Boca Raton, Florida

~~July 10~~August 27, ~~2024~~2025

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

F-2

BLUEONE CARD, INC.

BALANCE SHEETS

	March 31, 2024			March 31, 2023
ASSETS
Current Assets
Cash	$	75,063		$	668,118
Inventory		-			74,500
Prepaid deposits and other current assets		6,759			7,048
Total Current Assets		81,822			749,666
Property and equipment, net		268,593			47,287
Internal-use software development		551,683			145,892
Right-of-use asset		79,543			48,401
Deposits		4,391			-
Total Assets	$	986,032		$	991,246
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	72,473		$	79,543
Compensation payable to officer		571,325			380,750
Related party payables		20,595			25,765
Lease liability - current maturity		41,466			17,384
Total Current Liabilities		705,859			503,442
Lease liability - net of current maturity		35,371			24,862
Total Liabilities		741,230			528,304
Commitments and Contingencies (See Note 7)		-			-
Stockholders’ Equity
Preferred stock, $0.001 par value; 25,000,000 shares authorized, Series A Preferred Stock, 1,000,000 shares designated, 292,000 shares issued and outstanding at March 31, 2024 and 2023, respectively		292			292
Common stock, $0.001 par value; 500,000,000 shares authorized, 12,072,454 shares and 10,336,004 shares issued and outstanding at March 31, 2024 and 2023, respectively		12,073			10,336
Additional paid in capital		4,044,189			2,093,226
Stock subscriptions received		60,000			617,700
Accumulated deficit		(3,871,752	)		(2,258,612	)
Total Stockholders’ Equity		244,802			462,942
Total Liabilities and Stockholders’ Equity	$	986,032		$	991,246

The accompanying notes are an integral part of these financial statements.

F-3

BLUEONE CARD, INC. AND SUBSIDIARY

~~STATEMENTS~~CONSOLIDATED OFBALANCE ~~OPERATIONS~~SHEETS

	2024			2023
	March 31, 2025			March 31, 2024
	For the Year Ended March 31,
ASSETS
	2024			2023
Current Assets
Revenues	$	4,000		$	25,000
Cash	$	46,018		$	75,063
Cost of sales		1,600			14,000
Accounts receivable, net		9,720			-
Cost of sales - Inventory reserve		72,900			26,385
Prepaid deposits and other current assets		10,068			6,759
Gross Profit (Loss)		(70,500	)		(15,385	)
Total Current Assets		65,806			81,822
Operating Expenses
Property and equipment, net		145,041			268,593
Legal and filing fees		49,251			44,102
Internal-use software, net		4,501,321			551,683
Rent		151,163			99,598
Goodwill		10,782,814			-
General and administrative		1,353,315			954,786
Right-of-use asset		35,219			79,543
Total Operating Expenses		1,553,729			1,098,486
Deposits		4,391			4,391
Loss from Operations		(1,624,229	)		(1,113,871	)
Total Assets	$	15,534,592		$	986,032
Other Income (Expense)
LIABILITIES AND EQUITY
Interest income		11,137			-
Current Liabilities
Interest expense		(48	)		(4,928	)
Accounts payable and accrued liabilities	$	278,343		$	72,473
Total Other Income (Expense)		11,089			(4,928	)
Compensation payable to officer		780,958			571,325
Loss before Income Taxes		(1,613,140	)		(1,118,799	)
Deferred revenue		55,252			-
Provision for Income Tax		-			-
Related party payables		623,828			20,595
Net Loss	$	(1,613,140	)	$	(1,118,799	)
Lease liabilities - current maturity		30,781			41,466
Basic and Diluted Net Loss Per Share	$	(0.14	)	$	(0.11	)
Total Current Liabilities		1,769,162			705,859
Weighted Average Number of Shares Outstanding - Basic and Diluted		11,879,652			10,293,125
Lease liabilities - net of current maturity		4,591			35,371
Total Liabilities		1,773,753			741,230
Commitments and Contingencies (See Note 8)		-			-
Stockholders’ Equity
Preferred stock, $0.001 par value; 25,000,000 shares authorized, Series A Preferred Stock, 1,000,000 shares designated, 292,000 shares issued and outstanding at March 31, 2025 and 2024, respectively		292			292
Common stock, $0.001 par value; 500,000,000 shares authorized, 14,273,260 shares and 12,072,454 shares issued and outstanding at March 31, 2025 and 2024, respectively		14,274			12,073
Additional paid in capital		12,860,238			4,044,189
Stock subscriptions received		-			60,000
Accumulated deficit		(4,922,995	)		(3,871,752	)
Total BlueOne Card Inc. Stockholders’ Equity		7,951,809			244,802
Non-controlling interest in subsidiary		5,809,030			-
Total Equity		13,760,839			244,802
Total Liabilities and Equity	$	15,534,592		$	986,032

The accompanying notes are an integral part of these financial statements.

F-4

BLUEONE CARD, INC. AND SUBSIDIARY

~~STATEMENTS~~CONSOLIDATED STATEMENTS OF ~~CHANGES IN STOCKHOLDERS’ EQUITY~~OPERATIONS

	Shares			Amount			Shares		Amount		Capital		Received			Deficit			Equity
	2025			2024
For the Year Ended March 31, 2024
	For the Year Ended March 31,
	Preferred Stock						Common Stock				Additional Paid-in		Subscriptions			Accumulated			Total
	2025			2024
	Shares			Amount			Shares		Amount		Capital		Received			Deficit			Equity
Revenues	$	110,145		$	4,000
Balance - March 31, 2023		292,000		$	292			10,336,004	$	10,336	$	2,093,226	$	617,700		$	(2,258,612	)	$	462,942
Cost of sales		31,948			1,600
Sale of common stock		-			-			1,736,450		1,737		1,950,963		(617,700	)		-			1,335,000
Cost of sales - Inventory reserve		-			72,900
Stock subscriptions received		-			-			-		-		-		60,000			-			60,000
Gross Profit (Loss)		78,197			(70,500	)
Net loss		-			-			-		-		-		-			(1,613,140	)		(1,613,140	)
Operating Expenses
Balance - March 31, 2024		292,000		$	292			12,072,454	$	12,073	$	4,044,189	$	60,000		$	(3,871,752	)	$	244,802
Legal and filing fees		15,914			49,251
Rent		151,157			151,163
General and administrative		1,070,745			1,353,315
Total Operating Expenses		1,237,816			1,553,729
Loss from Operations		(1,159,619	)		(1,624,229	)
Other Income (Expense)
Interest income		-			11,137
Interest expense		(15,927	)		(48	)
Total Other Income (Expense)		(15,927	)		11,089
Loss before Income Taxes		(1,175,546	)		(1,613,140	)
Provision for Income Tax		-			-
Net Loss	$	(1,175,546	)	$	(1,613,140	)
Net loss of subsidiary attributable to non-controlling interest		124,303			-
Net loss attributable to common stockholders	$	(1,051,243	)	$	(1,613,140	)
Basic and Diluted Net Loss Attributable to Common Stockholders Per Share	$	(0.08	)	$	(0.14	)
Weighted Average Number of Shares Outstanding - Basic and Diluted		12,708,572			11,879,652

For the Year Ended March 31, 2023
	Preferred Stock				Common Stock				Additional Paid-in		Subscriptions		Accumulated			Total Equity
	Shares		Amount		Shares		Amount		Capital		Received		Deficit			(Deficit)
Balance - March 31, 2022		292,000	$	292		9,979,575	$	9,980	$	1,221,082	$	-	$	(1,139,813	)		91,541
Balance		292,000	$	292		9,979,575	$	9,980	$	1,221,082	$	-	$	(1,139,813	)		91,541
Sale of common stock		-		-		106,429		106		372,394		-		-			372,500
Common stock issued for services		-		-		250,000		250		499,750		-		-			500,000
Stock subscriptions received		-		-		-		-		-		617,700		-			617,700
Net loss		-		-		-		-		-		-		(1,118,799	)		(1,118,799	)
Balance - March 31, 2023		292,000	$	292		10,336,004	$	10,336	$	2,093,226	$	617,700	$	(2,258,612	)	$	462,942
Balance		292,000	$	292		10,336,004	$	10,336	$	2,093,226	$	617,700	$	(2,258,612	)	$	462,942

The accompanying notes are an integral part of these financial statements.

F-5

BLUEONE CARD, INC. AND SUBSIDIARY

~~STATEMENTS~~CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN EQUITY

	2024			2023
	For the Year Ended March 31,
	2024			2023
Cash Flows From Operating Activities:
Net loss	$	(1,613,140	)	$	(1,118,799	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		111,943			32,470
Inventory reserve		72,900			26,385
Bad debt expense		102,305			-
Non-cash rent expense		-			(6,155	)
Loss on sale of vehicle		-			2,196
Stock compensation expense		-			500,000
Changes in operating assets and liabilities:
Decrease (increase) in inventory		1,600			(22,985	)
(Increase) in prepaid deposits and other current assets		289			68,366
(Decrease) increase in accounts payable and accrued liabilities		(8,012	)		40,445
(Decrease) in customer deposit		-			(20,000	)
Increase in compensation payable to officer		190,575			173,250
(Decrease) in related party payables		(5,170	)		(6,747	)
Net Cash Used In Operating Activities		(1,146,710	)		(331,574	)
Cash Flows From Investing Activities:
Cash paid for purchase of internal-use software development costs		(405,791	)		(28,700	)
Cash paid for purchase of property and equipment		(333,249	)		-
Loan disbursement for loans made		(102,305	)		-
Net Cash Used In Investing Activities		(841,345	)		(28,700	)
Cash Flows From Financing Activities:
Cash proceeds from sale of common stock		1,335,000			372,500
Cash received from stock subscriptions		60,000			617,700
Cash paid for loan payable		-			(3,126	)
Net Cash Provided By Financing Activities		1,395,000			987,074
Net (Decrease) Increase in Cash		(593,055	)		626,800
Cash - Beginning of the Year		668,118			41,318
Cash - End of the Year	$	75,063		$	668,118
Supplemental Disclosures of Cash Flows
Cash paid for interest	$	41		$	3,510
Cash paid for income taxes	$	-		$	-
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Sale of vehicle	$	-		$	53,494
Present value of initial lease liability and right-of-use asset		70,844		$	62,113
Reclassification of prepaid assets to software development	$	-		$	117,192

For the Year Ended March 31, 2025

	Shares		Amount		Shares		Amount		Capital		Received			Deficit			Interest			Equity
									Additional
	Preferred Stock				Common Stock				Paid-in		Subscriptions			Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Capital		Received			Deficit			Interest			Equity
Balance - March 31, 2024		292,000	$	292		12,072,454	$	12,073	$	4,044,189	$	60,000		$	(3,871,752	)	$	-		$	244,802
Issuance of shares for previous cash received		-		-		15,000		15		59,985		(60,000	)		-			-			-
Sale of common stock		-		-		85,806		86		358,164		-			-			-			358,250
Non-controlling interest acquired		-		-		2,100,000		2,100		8,397,900		-			-			-			8,400,000
Initial recording of non-controlling interest		-		-		-		-		-		-			-			5,933,333			5,933,333
Net loss		-		-		-		-		-		-			(1,051,243	)		(124,303	)		(1,175,546	)
Balance - March 31, 2025		292,000	$	292		14,273,260	$	14,274	$	12,860,238	$	-		$	(4,922,995	)	$	5,809,030		$	13,760,839

For the Year Ended March 31, 2024

									Additional
	Preferred Stock				Common Stock				Paid-in		Subscriptions			Accumulated			Non-controlling		Total
	Shares		Amount		Shares		Amount		Capital		Received			Deficit			Interest		Equity
Balance - March 31, 2023		292,000	$	292		10,336,004	$	10,336	$	2,093,226	$	617,700		$	(2,258,612	)	$	-	$	462,942
Balance		292,000	$	292		10,336,004	$	10,336	$	2,093,226	$	617,700		$	(2,258,612	)	$	-	$	462,942
Sale of common stock		-		-		1,736,450		1,737		1,950,963		(617,700	)		-			-		1,335,000
Stock subscriptions received		-		-		-		-		-		60,000			-			-		60,000
Net loss		-		-		-		-		-		-			(1,613,140	)		-		(1,613,140	)
Balance - March 31, 2024		292,000	$	292		12,072,454	$	12,073	$	4,044,189	$	60,000		$	(3,871,752	)	$	-	$	244,802
Balance		292,000	$	292		12,072,454	$	12,073	$	4,044,189	$	60,000		$	(3,871,752	)	$	-	$	244,802

The accompanying notes are an integral part of these financial statements.

F-6

BLUEONE CARD, INC. AND SUBSIDIARY

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~FINANCIAL~~OF ~~STATEMENTS~~CASH FLOWS

MARCH 31, 2024 AND 2023

	2025			2024
	For the Year Ended March 31,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(1,175,546	)	$	(1,613,140	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		123,552			111,943
Inventory reserve		-			72,900
Non-cash rent expense		2,859
Amortization of internal-use software		120,362			-
Credit loss expense		85,020			102,305
Changes in operating assets and liabilities:
(Increase) in accounts receivable		(94,740	)		-
Decrease in inventory		-			1,600
(Increase) decrease in prepaid deposits and other current assets		(3,309	)		289
Increase (decrease) in accounts payable and accrued liabilities		189,259			(8,012	)
Increase in compensation payable to officer		209,633			190,575
Increase in deferred revenue		55,252			-
Increase (decrease) in related party payables		170,363			(5,170	)
Net Cash Used in Operating Activities		(317,295	)		(1,146,710	)

Cash Flows from Investing Activities:
Cash paid for purchase of internal-use software costs		-			(405,791	)
Cash paid for purchase of property and equipment		-			(333,249	)
Loan disbursement		-			(102,305	)
Net Cash Used in Investing Activities		-			(841,345	)

Cash Flows from Financing Activities:
Cash proceeds from sale of common stock		358,250			1,335,000
Cash paid to related party for acquisition of subsidiary		(70,000	)		-
Stock subscriptions received		-			60,000
Net Cash Provided by Financing Activities		288,250			1,395,000

Net (Decrease) in Cash		(29,045	)		(593,055	)

Cash - Beginning of the Year		75,063			668,118

Cash - End of the Year	$	46,018		$	75,063

Supplemental Disclosures of Cash Flows
Cash paid for interest	$	15,927		$	41
Cash paid for income taxes	$	-		$	-

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Present value of initial lease liability and right-of-use asset	$	-		$	70,844
Issuance of payable for acquisition	$	500,000		$	-
Issuance of common stock for acquisition of subsidiary	$	8,400,000		$	-
Non-controlling interest acquired	$	5,933,333		$	-

~~NOTE~~The 1accompanying –notes ~~NATURE~~are OFan ~~OPERATIONS~~integral ~~AND~~part ~~GOING~~of ~~CONCERN~~these financial statements.

BlueOne Card, Inc. (“BlueOne” or the “Company”), was incorporated on July 6, 2007 under the laws of the state of Nevada. The Company intends to provide innovative payout solutions and prepaid debit card and gift card solutions to consumers and corporations transforming cardF-~~to-card cross border real time global money transfers.~~7

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION

General

BlueOne Card, Inc. (the “Company”) was incorporated on July 6, 2007 under the laws of the state of Nevada. The Company provides innovative payout solutions and prepaid debit card and gift card solutions to consumers and corporations transforming card-to-card cross border real time global money transfers.

On October 25, 2024, the Company entered into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millennium EBS, Inc., a New Jersey corporation (“MEI”), and Shinto Matthew, a shareholder owning 6,000,000 shares of common stock of MEI (the “Shareholder”). Pursuant to the Agreement, the Company acquired 3,600,000 shares of common stock of MEI (constituting 60% of the outstanding issued securities of MEI) owned by the Shareholder (the “MEI Shares”) in exchange (the “Exchange”) for 2,100,000 shares of the common stock of the Company (the “BCI Shares”). Subject to a 30-day grace period, the Company agreed to pay to the Shareholder $500,000 within 90 days of closing (the “Cash Consideration”). Closing was conditioned upon the filing of Articles of Exchange with the Nevada Secretary of State. On December 13, 2024, the Articles of Exchange were filed pursuant to approval of the Company’s Board of Directors, the Exchange closed, and the BCI shares were issued to the Shareholder of MEI. MEI is now a majority owned subsidiary of the Company (See Note 5). On March 1, 2025, the Company and the Shareholder mutually agreed to extend the payment of Cash Consideration to December 31, 2025. This acquisition positions the Company to emerge as a prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabilities globally in the fintech sector. The acquisition includes ownership of the MEI Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance the Company’s ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.

Going Concern

~~The~~These financial statements have been prepared on a going concern basis which contemplates the realization of assets and settlement of ~~liabilities~~ liabilities and commitments in the normal course of business. The Company has not yet generated any significant revenues and has suffered operating losses since July 6, 2007 (Inception Date) to date. The Company recorded a net loss ofattributable to common stockholders of $1,~~613~~051,~~140~~243, ~~and~~ ~~used~~ net cash flows used in operating activities of $1317,~~146,710 during~~295 ~~fiscal~~for ~~2024~~the year ended March 31, 2025, and has aan accumulated deficit and working capital deficit of $~~624~~4,~~037~~922,995 and ~~an accumulated deficit of~~ $31,~~871~~703,~~752~~ 356, as of March 31, ~~2024~~2025. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern ~~operations~~operation for a period of 12 months from the issuance date of these 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 ~~financial~~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.

F-8

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

Principles of Consolidation

The Company’s consolidated financial statements include the financial statements of its majority-owned subsidiary Millenium EBS, Inc. since acquired on December 13, 2024. In the preparation of 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 ~~GAAP~~accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

F-7

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the ~~reported~~ reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of its assets, liabilities, equity and operations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about its estimates that are not readily apparent from other sources. Significant estimates in the accompanying financial statements include the valuation of note receivable and accounts receivable, valuation of inventory, valuation of internal-use software, valuation of fair value of assets acquired and liabilities assumed in a business combination, valuation of common stock consideration ~~development~~in ~~costs~~a business combination, valuation of internal-use software and goodwill, valuation of lease liabilities and right-of-use assets, valuation of stock-based compensation and valuation of deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Concentrations

Cash Concentration

Cash is maintained at one financial institution and at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. As of March 31, 2025 and 2024, the Company did not have any cash balances in a financial institution which ~~exceeded~~ 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 flows.

Customer Concentration

For the year ended March 31, 2025 and 2024, 100% of revenue was derived from sales to two customers. ~~For~~at ~~the~~95% ~~year~~and ~~ended~~5%. At March 31, ~~2023~~2025, ~~100% of~~accounts ~~the~~receivable, ~~revenues~~net ~~were~~was ~~derived~~due from ~~two sales to~~ one customer.

Significant Vendor and Concentration

The Company relied solely on one vendor for key components and processing services related to the manufacturing, distribution and ~~servicing~~ 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 parent 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.

F-9

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

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.

The Company has recorded $9,720 and $0 in accounts receivable and $0 and $0 in loans receivable at March 31, 2025 and 2024. The Company has recorded an allowance for credit losses of $85,020 and $0 on accounts receivable at March 31, 2025 and 2024, respectively. The Company has recorded an allowance for credit losses on notes receivable of $102,305 and $102,305 at March 31, 2025 and 2024, respectively. Credit loss expense recorded was $85,020 and $102,305 in 2025 and 2024.

Inventory

Inventory historically was of finished goods ~~consists~~which consisted of plastic prepaid debit cards and gift cards not yet loaded with funds and is valued at the lower of cost or net realizable value using the specific identification method. The reported net value of inventory includes saleable prepaid debit cards and gift cards that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At March 31, ~~2024~~2025 and ~~2023~~ 2024, the Company ~~recorded~~had a reserve ~~to cost~~ of ~~sales of~~ $~~72,900~~ 0 and $2699,~~385, respectively,~~285 to reduce the inventory to its net realizable value.

Loans Receivables

The Company has advanced loans during fiscal 2024 to certain third parties on short-term basis. The Company assesses loans for their collectability under ASC 326 – Financial Instruments – Credit Losses and recognize and records the reserve accordingly. For the years ended March 31, 2024 and 2023, the Company has advanced $102,305 and $0 in loans receivables. The Company has assessed the collectability of these loans receivables and provided a 100% allowance for uncollectable as of March 31, 2024 and 2023, respectively.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis ~~over~~ over the estimated useful lives of the assets which range from 3 three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

F-810

~~Internal-Use~~BLUEONE ~~Software~~CARD, ~~Development~~INC. ~~Costs~~AND SUBSIDIARY

~~Costs~~NOTES ~~incurred~~TO toCONSOLIDATED ~~develop~~FINANCIAL internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.STATEMENTS

~~The~~March ~~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~~31, ~~then~~2025 ~~the~~and ~~Company conducts a quantitative impairment test under ASC 360 for long lived assets (see below).~~2024

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.

Long-lived Assets

~~The~~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 ~~in accordance with GAAP,~~ when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Business Combination

Goodwill

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 ~~consider~~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.

FIn 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-9lease components as incurred such as common area maintenance. 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.

~~In calculating the right of use asset and lease liability, the Company elects to combine lease and non~~F-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.11

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company has established a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of accounts receivable, prepaid assets, accounts payable and accrued liabilities, related party payable, and lease liability. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Revenue Recognition

The Company recognizes revenues from card sales when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company will recognize revenue from card service fees and card transactions once the service or transaction is completed, respectively. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting ~~Standards~~ Standards Board – Accounting Standards Codification 606 “Revenue ~~From~~from Contracts ~~With~~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 revenue once all the above steps are completed. Revenues earned by the Company of $4,000 and $25,000 for the years ended March 31, 2024 and 2023, are from the sale of the prepaid debit or gift cards to its customers.

(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.

F-12

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

Implementation revenues 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.

Revenue Disaggregation

The Company records revenues from the sales of prepaid debit cards, implementation of services and subscription services, respectively. Revenues in 2025 are for services related to the Millenium Payment Hub.

SCHEDULE OF REVENUE DISAGGREGATION

	2025		2024
	For the year ended March 31,
	2025		2024
Implementation fees	$	60,000	$	-
Subscription fees		50,145		-
Prepaid debit cards		-		4,000
Total revenues	$	110,145	$	4,000

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. ~~The~~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.

F-10

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 the general and administrative expenses as per the consolidated statements of operations, research and development costs of $~~104~~60,~~457~~374 and $2104,~~240~~457 for the years ended March 31, ~~2024~~ 2025 and ~~2023~~2024, respectively~~, which is included in general and administrative expense~~.

Advertising and Marketing Costs

The Company expenses advertising and marketing costs in the year when expenses are incurred. The Company recorded $~~488~~133,~~838~~925 and $74488,~~713~~838 as advertising and marketing expenses in the general and administrative expenses on the consolidated statements of operations for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-13

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

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 non-controlling interests even when such allocation might result in a deficit balance. The net loss attributed to NCI was separately designated in the accompanying consolidated statements of operations. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed to their share of losses even if that attribution results in a deficit NCI balance.

Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. The Company computes Basic EPS by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all ~~dilutive~~diluted potential common shares outstanding during the period using the treasury ~~stock~~ stock method and convertible ~~notes~~note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price ~~for~~ 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.

SCHEDULE OF ~~EARNING~~EARNINGS (LOSS) PER COMMON SHARE

	2024			2023
	2025			2024
	For the Year Ended March 31,
	For the Year Ended March 31
	2024			2023
	2025			2024
Net loss computation of basic and diluted net loss per common share:
Net loss attributable to common stockholders	$	(1,~~613~~051,~~140~~248	)	$	(1,~~118~~613,~~799~~140	)
Basic and diluted net loss per share:
Basic and diluted net loss per common share	$	(0.1408	)	$	(0.1114	)
Basic and diluted weighted average common shares outstanding		1112,~~879~~708,~~652~~572			1011,~~293~~879,~~125~~652

FPotential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-11dilutive, are as follows as of March 31, 2025 and 2024, respectively, (in common equivalent shares):

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 March 31, (in common equivalent shares):

	March 31, 2024		March 31, 2023
	March 31, 2025		March 31, 2024
Preferred stock		292,000,000		292,000,000
Total anti-dilutive weighted average shares		292,000,000		292,000,000

F-14

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

NOTE 3 – INVENTORY

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

	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Prepaid cards inventory	$	~~99,285~~-		$	~~100~~99,~~885~~285
Less: reserve to reduce to net realizable value		~~(99,285~~-	)		(2699,~~385~~285	)
Total	$	-		$	~~74,500~~-

The Company terminated its relationship with its Program Manager since the Program Manager was notified by its sponsor bank that they were unable to continue servicing the Company’s customers. As a result, the prepaid debit cards inventory became unusable, and the Company provided an additional reserve of $72,900 in fiscal 2024 to reduce the inventory to its net realizable value at March 31, 2024.

NOTE 4 – PROPERTY AND EQUIPMENT

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	Estimated Life	March 31, ~~2024~~2025			March 31, ~~2023~~2024
Furniture and fixtures	5 years	$	180,278		$	~~120~~180,~~519~~278
Leasehold Improvements	3.2 years		273,490			273,490
Office equipment	3 years		5,500			5,500
Leasehold improvements	5 years		273,490			-
Property and equipment, gross			459,268			459,268
Property and equipment, gross			459,268			126,019
Less: Accumulated depreciation and amortization			(314,227	)		(190,675	)
Less: Accumulated depreciation and amortization			(190,675	)		(78,732	)
Total		$	145,041		$	268,593
Total		$	268,593		$	47,287

Depreciation and amortization expense ~~amounted to $111,943 and $32,470~~ for the years ended March 31, 2025 and 2024 totaled $123,552 and ~~2023~~$111,943, respectively.

NOTE 5 – ~~INTERNAL-USE~~ACQUISITION ~~SOFTWARE~~OF ~~DEVELOPMENT~~MILLENIUM ~~COSTS~~EBS, INC.

~~The~~On October 25, 2024, the Company ~~capitalized~~entered ~~costs~~into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millenium EBS, Inc. whereby the principal owner of EBS is to sell 3,600,000 shares of EBS (constituting 60% of the issued and outstanding shares of MEI), to the Company in exchange for (i) 2,100,000 shares of the Company valued at $~~405~~4.00 per share based on the last sale of common shares in the last capital raises totaling $8,~~791~~400,000 (due on the Closing Date of Agreement), and (ii) $~~145~~500,~~892~~000 cash (due within 90 days of ~~relating~~the toClosing ~~development~~Date of ~~internal-use~~Agreement). ~~software~~The ~~for~~acquisition ~~the~~transaction ~~years~~closed ~~ended~~on ~~March~~December 3113, 2024. The Company has the purchase option and ~~2023,~~right of ~~respectively~~first refusal to purchase the remaining 40% of MEI. ~~This~~The ~~software~~acquisition was ~~developed~~treated byas a ~~third~~business combination under ASC 805 “Business ~~party~~Combination”. ~~and~~This ~~has~~acquisition ~~passed~~positions the ~~preliminary~~Company ~~project~~to ~~stage~~emerge ~~prior~~as toa ~~capitalization~~prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabilities globally in the fintech sector. ~~Amortization~~The acquisition includes ownership of the ~~internal-use~~MEI ~~software~~Payment Hub, ~~development~~an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic ~~costs~~move will ~~begin~~enhance ~~once~~ the ~~software~~Company’s isability ~~placed~~to indeliver ~~service~~a ~~which~~unified ~~management~~payment ~~has~~hub ~~determined~~platform ~~will~~for ~~start~~small ~~once~~and ~~service~~medium-sized ~~revenues~~financial institutions ~~begin~~worldwide.

Millenium EBS Inc. owns a comprehensive payment orchestration and modernization platform, designed to streamline and manage financial transactions across various channels such as Swift, RTGS, ACH, FedNow, and Fedwire. By integrating diverse payment systems into a unified framework, the platform allows financial institutions to enhance operational efficiency and flexibility while adhering to regulatory requirements. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization shall be provided for on a straight-line basis over the expected useful lives of the software cost and related upgrades and enhancements. The cost of the MPH is being amortized over its estimated useful life of 10 years. (See Note 6).

SCHEDULE OF BUSINESS ACQUISITIONS

Acquisition of Millenium EBS, Inc. on December 13, 2024
Consideration paid for acquisition	$	8,900,000
% of Millennium EBS acquired		60	%
Total fair market value of Millennium EBS net assets	$	14,833,333

Assets Acquired:
Deferred Costs	$	31,948
Intangible assets		4,070,000
Goodwill		10,782,815

Liabilities Assumed:
Accounts payable	$	(51,430	)
Noncontrolling interest		(5,933,333	)
Purchase price	$	8,900,000

Non-controlling Interest
Fair market value of Millenium EBS assets	$	14,833,333
Allocation of non-controlling interest		40	%
Non-controlling interest acquired		5,933,333
Loss allocated to non-controlling interest for the period from December 14, 2024 to March 31, 2025		(124,303	)
Non-controlling interest – March 31, 2025	$	5,809,030

F-15

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

Goodwill is expected to be deductible for income tax purposes over 15 years. The fair value of assets acquired and liabilities assumed is provisional pending a fair value valuation to be finalized within the one year measurement period.

NOTE 6 – INTERNAL-USE SOFTWARE

As of March 31, 2025, the Company had capitalized costs of $4,070,000 relating to the acquisition of MEI’s Millenium Payment Hub platform (“MPH”). The Company also had capitalized costs of $551,683 relating to the parent internal-use software. The parent internal-use software was developed by a third party and passed the preliminary project stage prior to capitalization. For the year ended March 31, 2025, the Company did not incur any internal-use software development costs on the parent company software. Amortization of the internal-use software of the parent will begin once the software is placed in service, which management has determined will start once service revenues begin.

SCHEDULE OF SOFTWARE DEVELOPMENT COSTS

	March 31, 2024			March 31, 2023
	Useful Life (Years)		March 31, 2025			March 31, 2024
Software development cost	$	551,683		$	145,892
Prepaid Debit/Credit Card software	-		$	551,683		$	551,683
Less: Accumulated amortization		-			-
Millenium Payment Hub platform	10			4,070,000			-
Total	$	551,683		$	145,892
Capitalized computer software, gross	10			4,070,000			-
Less: Accumulated amortization				(120,362	)		-
Total			$	4,501,321		$	551,683

~~F-12~~The carrying value of the MPH software and related accumulated amortization is summarized in the table below:

~~NOTE 6~~ SCHEDULE –OF CARRYING VALUE OF SOFTWARE AND RELATED ~~PARTY~~ACCUMULATED ~~TRANSACTIONS~~AMORTIZATION

The Company’s Chief Executive Officer (“CEO”), from time to time, provided advances to the Company for its working capital purposes. The CEO had advanced net funds to the Company totaling $20,595 and $25,765 as of March 31, 2024 and 2023, respectively. The funds advanced are unsecured, non-interest bearing, and due on demand.

		Millenium Payment Hub
Carrying value of MPH software - date of acquisition December 13, 2024 (Subject to measurement period revaluation – See Note 5)	$	4,070,000
Additions		-
Less: Amortization		(120,362	)
Carrying value at March 31, 2025	$	3,949,638

OnAmortization December 1, 2020, the Company entered into an employment agreement with its CEO for a three-year term, for an annual compensation of $150,000, with a 10% annual increase in compensation effective October 1 of each year. The Company has recorded compensation expense of ~~$190,575 and $173,250~~ for the ~~years~~period ~~ended~~from ~~March~~December 3114, 2024 ~~and 2023, respectively. Compensation payable~~ to ~~the CEO totaled $571,325 and $380,750 as of~~ March 31, ~~2024~~2025 ~~and~~totaled ~~2023~~$120, ~~respectively (see Note 8)~~362.

~~NOTE~~Total 7estimated –future ~~COMMITMENTS~~amortization ~~AND~~expense ~~CONTINGENCIES~~for the intangible asset is as follows:

Fiscal Year ended December 31,
2026	$	394,964
2027		394,964
2028		394,964
2029		394,964
2030		394,964
Thereafter		1,974,818
Total	$	3,949,638

NOTE 7 – RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTION


Related Party Payables:
	March 31, 2025		March 31, 2024
Payable to Chief Executive Officer	$	6,593	$	20,595
Payable to sole stockholder of Millenium EBS Inc., Director		508,302		-
Payable to Millenium Consultants, Inc.		108,933		-
Total	$	623,828	$	20,595

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 net outstanding advances to the Company totaling $6,593 and $20,595 as of March 31, 2025 and 2024, respectively, which is included in related party payables on the consolidated balance sheet. The funds advanced are unsecured, non-interest bearing, and due on demand.

On December 1, 2020, the Company entered into an employment agreement with its CEO for a three-year term, for an annual compensation of $150,000 with a 10% annual increase in compensation effective October 1 of each year. The initial term of the employment agreement is automatically renewed for successive one-year periods unless either party gives ninety (90) calendar days written notice of nonrenewal prior to the expiration of the then-current term. The Company has recorded in general and administrative expenses compensation expense of $209,633 and $190,575 for the years ended March 31, 2025 and 2024, respectively. The total compensation payable to the CEO was $780,958 and $571,325, as of March 31, 2025 and 2024, respectively (Note 8).

Pursuant to the terms of MEI acquisition, the Company is obligated to pay to the sole selling stockholder of MEI cash consideration of $500,000 within 90 days of the closing of the transaction (Note 5). As of March 31, 2025, the Company has paid $70,000 of this balance. In addition, the Company entered into a consulting agreement with the sole selling stockholder of MEI, agreeing to pay monthly consulting fee of $16,000 for ongoing services upon close of MEI acquisition. The Company has recorded a consulting expense of $80,000 payable to the sole selling stockholder for the period ended March 31, 2025 which is included in related party payables on the consolidated balance sheets. The total amount payable to the sole shareholder amounted to $508,302 as of March 31, 2025 which consisted of $430,000 of the acquisition payable and $78,302 of other amounts due. The sole shareholder of MEI was appointed as a member of the Board of Directors of the Company upon consummation of the acquisition of MEI.

As of March 31, 2025, the Company is obligated to pay for services to Millenium Consultants, Inc., an entity owned by sole selling stockholder of MEI and director, totaling $108,933.

F-16

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases

The Company reported the following summary of non-cancellable operating leases in accordance with the provisions of ASC 842 Topic 842 “Leases” as follows:

Summary of Non-Cancellable Operating Leases:

Vehicle

Office Lease

Total

Right-of-use asset, net

285,~~282~~958

5129,261

7935,~~543~~219

Current lease liabilities

195,~~589~~274

2125,~~877~~507

4130,~~466~~781

Non-current lease liabilities

~~5,273~~-

304,~~098~~591

354,~~371~~591

Total operating lease liabilities

245,~~862~~274

5130,~~975~~098

7635,~~837~~372

Vehicle

On July 12, 2022, the Company executed a non-cancellable operating lease for a vehicle with the lease commencing on July 12, 2022 for a 3 three-year term. The Company paid $10,000 at the execution of the lease which included $1,793 as first month payment, and $8,207 as vehicle registration, capitalized cost reduction and other handling fees. The Company recorded rent expenses of $24,254 and $24,253 for the years ended March 31, 2025 and 2024, respectively. The lease expires on July 11, 2025.

The ~~Company~~supplemental ~~recorded~~balance ansheet ~~initial~~information ~~right-of-use~~related ~~asset~~to ~~and~~the vehicle lease ~~liability~~is ofas ~~$62,113~~follows inas ~~fiscal 2023. The Company recorded rent expense~~ of ~~$24,253 and $18,190 for the years ended~~ March 31, ~~2024 and 2023, respectively.~~2025:

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

Operating Lease
Right-of-use asset, net	$	285,~~282~~958
Current lease liabilities	$	195,~~589~~274
Non-current lease liabilities		~~5,273~~-
Total operating lease liabilities	$	245,~~862~~274
Weighted average remaining lease term (years)		10.1725
Weighted average discount rate per annum		12	%

As the lease dodoes not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the ~~lease~~ lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease.

F-13

Anticipated future costs are as follows:

For the years ending	Vehicle ~~Lease~~
March 31, 2025	$	21,518
March 31, 2026	$	5,379
March 31, 2026		5,379
March 31, 2027
Total lease payments		265,~~897~~379
Less: imputed interest		(~~2,035~~105	)
Present value of lease liabilities	$	245,~~862~~274

Office Lease – J Plaza

On April 13, 2023, the Company executed a non-cancellable office space in a retail shopping center, for a monthly base rent of $2,196 and monthly common area maintenance charges of $1,531. The lease commenced on April 13, 2023 and extends for a term of three years and two months. The Company has an option to extend the lease for a period of 36 months after completion of the initial lease term. The Company has not included the extension period in calculating the present value of the lease as it was uncertain it would exercise the extension option. The rent is payable on the first day of each month, commencing either (1) opening of ~~the~~ the business after tenant improvements, or (2) sixty days after the lease execution date. The Company made a payment of $8,119 of one-month rent and a security deposit of two months base rent of $4,391. The Company recorded an initial lease liability and right-of-use asset of $70,~~844~~884 in 2024.

The Company recorded rent expense including common area maintenance of $45,436 and $45,436 for the ~~year~~years ended March 31, 2025 and 2024, respectively.

~~Supplemental balance sheet information related to the lease is as follows as of March 31, 2024:~~F-17

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

The supplemental balance sheet information related to the office lease is as follows as of March 31, 2025:

Operating Lease
Right-of-use asset, net	$	5129,261
Current lease liabilities	$	2125,~~877~~507
Non-current lease liabilities		304,~~098~~591
Total operating lease liabilities	$	5130,~~975~~098
Weighted average remaining lease term (years)		21.08
Weighted average discount rate per annum		12	%

Anticipated future costs are as follows:

For the years ending	Office Lease ~~J Plaza~~
March 31, 2025	$	26,947
March 31, 2026	$	27,755
March 31, 2026		27,755
March 31, 2027		4,660
March 31, 2027		4,659
Total lease payments		32,415
Total lease payments		59,361
Less: imputed interest		(2,317	)
Less: imputed interest		(7,386	)
Present value of lease liabilities	$	30,098
Present value of lease liabilities	$	51,975

FOffice Leases -14 Others

~~Office~~On ~~Lease~~August 27, 2020, the Company formally executed a month-to-month ~~Others~~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 $3,468 and $3,474 for the years ended March 31, 2025 and 2024, respectively.

On ~~August~~October 2726, 2020, the Company executed a ~~month~~non-~~to-month~~ cancellable operating lease agreement for ~~leasing~~its principal office ~~space~~for ina anmonthly ~~executive~~rent ~~suite~~of $5,500, with the lease commencing on ~~September~~November 1, 2020 for ~~$259~~a ~~per~~period ~~month~~of 12 months. The Company paid a security deposit of $~~259~~5,500 on ~~September~~October 728, 2020. ~~The~~On ~~monthly~~November ~~rent~~25, ~~increased~~ 2021, the Company executed a month-to-month ~~$279~~lease ~~effective~~for ~~January~~this 1,office ~~2021~~facility ~~and~~at toa ~~$289~~monthly ~~effective~~rental ~~October~~of 9$6, ~~2022~~500. The Company has recorded rent ~~expense~~expenses of $378,~~474~~000 and $378,~~408~~000 for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

OnThe ~~October 26, 2020, the~~ Company ~~executed~~has arecorded ~~non-cancellable~~total ~~operating lease agreement for its principal office for a monthly~~ rent ofexpense ~~$5,500, with the lease commencing on November 1, 2020~~ for aall ~~period~~above ofleases ~~12 months. The Company paid a security deposit~~ of $5151,~~500~~157 ~~on October 28, 2020. On November 25, 2021, the Company amended the terms of the operating lease agreement to be on a month-to-month basis,~~ and ~~agreed to increase the security deposit to~~ $6151,~~500~~163 ~~and a monthly lease payment of $6,500. The Company has recorded rent expense of $78,000 and $78,000~~ for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

The Company has ~~recorded~~considered ~~total~~the ~~aggregate~~provisions ~~rent~~of ~~expense~~ASC of842 ~~$151,163~~Topic 842 “Leases”. The Company has elected not to recognize lease assets and ~~$99,598~~lease liabilities for ~~the~~leases ~~years ended~~with ~~March~~a ~~31,~~term ~~2024~~of ~~and~~12 ~~2023,~~months ~~respectively~~or less, ~~for~~as ~~all~~it ~~leases~~is ~~discussed~~permitted ~~above~~to make an accounting policy election. The Company records the rent expense on a straight-line basis ratable over the term of the lease.

The Company has considered the provisions of ASC 842 Topic 842 “Leases”. The Company has elected not to recognize lease assets and lease liabilities for leases with a term of 12 months or less, as it is permitted to make an accounting policy election. The Company has elected to record the rent expense on a straight-line basis ratable over the term of the lease.

Employment Agreement

On December 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with its President, CEO, Secretary, and Chairman (the “Officer”). The initial term of the Agreement is for three years and, if written notice is not provided within 90 days of the termination of each term, the term is automatically extended for an additional one-year term. The Agreement may be terminated by either party upon 90 days’ prior written notice. Whether the Agreement is terminated without “Cause,” for “Good Reason,” or for “Cause,” as defined in the Agreement, determines what compensation is owed and when. There is also a 30-day cure period for any termination for “Cause,” as defined in the Agreement. The Agreement contains confidentiality, non-compete, and non-solicitation provisions. Pursuant to the terms of Agreement, Mr. Koh is entitled to bonuses, reimbursement of expenses, a vehicle allowance, four weeks of paid vacation, and other incentives. The Agreement does provide for payments to be made as a result of any “Change in Control,” as defined in the agreement.

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~~ annual increase on the anniversary date (~~see~~See Note 67).

~~Service Agreement with EndlessOne Global Inc. (“E1G”)~~F-18

~~The~~BLUEONE ~~Company entered into a Service Agreement with E1G on September 1~~CARD, 2020 whereby, E1G provided data processing, transaction processing and related services for its cardholders, mobile apps, website’s back office and integration services with sponsoring banks and processorsINC. ~~The~~AND Service Agreement required a one-time fee of $250,000 to initiate the process to establish the banking identification number, including the program setup, integration and API connection and implementation process required to bring the program live. The Company has paid to E1G $551,683 and $145,892 for the internal-use software development as of March 31, 2024 and 2023, respectively, and the Company owns the source code.SUBSIDIARY

~~On December~~NOTES ~~18,~~TO ~~2023,~~CONSOLIDATED ~~E1G~~FINANCIAL notified the Company that their sponsor bank has terminated its relationship and services to E1G. As a result, E1G was unable to continue servicing BlueOne Card, Inc.’s customers. (See new Program Manager Agreement below).STATEMENTS

March 31, 2025 and 2024

Reseller Agreement with Expanse Financial Technologies, Inc. (“ExpanseFT”)

Effective February 27, 2024, wethe Company entered into an Authorized Reseller Agreement (the “Reseller Agreement”) with ExpanseFT (the “Program Manager”) pursuant to which wethe ~~have~~ Company agreed to be a reseller or an independent sales representative of the Program Manager and its products, and the Program Manager has agreed to support our reselling efforts. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts.

The term of the Reseller Agreement is for five (5) years. The Reseller Agreement is renewable by mutual consent of each of the parties for two-year terms unless either party provides written notice to the other party at least 180 days prior to the ~~termination of the~~ term of the Reseller Agreement. The Reseller Agreement may be terminated by either party upon a material breach of either party with the non-breaching party providing written notice to the breaching party and the breach remaining uncured with 30 days of the notice. The Reseller Agreement may also be terminated by either party by written notice if either party ceases to carry on as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy, insolvency, or liquidation, makes an assignment for the benefit of creditors, or if a receiver is appointed with respect to all or a substantial part of its assets. The Program Manager shall provide us with prepaid debit and gift cards of requested quantity, create a range of prepaid debit accounts, using banking identification numbers provided to the Program Manager by our issuing bank and produce and deliver plastic card production tape media, including personal identification number (PIN) generation for the range of created prepaid debit accounts. Upon the first loading of value to a prepaid debit account, the Program Manager will create and activate a cardholder account on the Program Manager’s system and create linkage between the cardholder account on ExpanseFT system and our cardholder aggregate settlement account at our issuing bank or another bank.

FThe Company agreed to pay for all new programming outside the scope listed in this agreement such as but not limited to mobile apps, websites back office and the integrations with the sponsoring banks and processors as we go. The Company agreed to pay a one-15time commitment fee of $60,000 to initiate the process to establish one banking identification number, including the program setup, integration, API connection and implementation process required to bring the program live. On March 1, 2024, the Company made a payment of $42,500 included in general and administrative expenses on the consolidated statements of operations as research and development expense for the one-time fee for program implementation to the Program Manager towards implementation and customization fees for our program. The Company has a commitment to pay an annual due diligence fee of $5,000 per card program to the Program Manager once the program takes into effect. In addition, the Company is obligated to pay a minimum monthly program management fee to the Program Manager as follows:

The Company agreed to pay for all new programming outside the scope listed in this agreement such as but not limited to mobile apps, websites back office and the integrations with the sponsoring banks and processors as we go. The Company agreed to pay a one-time fee of $60,000 to initiate the process to establish one banking identification number, including the program setup, integration, API connection and implementation process required to bring the program live. On March 1, 2024, we made a non-refundable payment of $42,500 recorded as Research and Development expense for the one-time fee for program implementation to the Program Manager towards implementation and customization fees for our program. The Company has a commitment to pay an annual due diligence fee of $5,000 per card program to the Program Manager. In addition, the Company is obligated to pay a minimum monthly program management fee to the Program Manager as follows:

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

On February 20, 2025, the Company and ExpanseFT mutually agreed to terminate the Agreement because ExpanseFT lost its sponsor bank. Upon termination of the Agreement, Expanse FT refunded the one-time cash fee of $42,500 for program implementation and relieved the Company of all its obligations per the terms of the agreement. This refunded amount was recorded as a credit to research and development expense which is included in general and administrative expenses in the consolidated statements of operations.

Legal Costs and Contingencies

In the normal course of business, the Company incurs costs to ~~hire~~hiring and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable. The Company was not aware of any loss contingencies as of March 31, ~~2024 and 2023, respectively~~2025.

~~NOTE 8~~Acquisition ~~– STOCKHOLDERS’ EQUITY~~Payable

~~The Company’s~~As ~~capitalization~~discussed atin ~~March~~Note 315, ~~2024~~the ~~and~~acquisition ~~2023~~payable of ~~was~~ $500,000~~,000~~ ~~authorized~~was ~~common~~due ~~shares~~in ~~with~~90 adays ~~par~~from ~~value~~the ofacquisition $0closing date which was March 13, 2025.~~001~~ ~~per~~As ~~share~~of March 31, ~~and~~ 252025,~~000~~ $430,000 ~~authorized~~of ~~preferred~~this ~~shares~~acquisition payable ~~with~~remained aunpaid. ~~par~~On ~~value~~March 1, 2025, the Company and the sole stockholder of ~~$0.001~~Millenium ~~per~~EBS ~~share~~mutually agreed to extend the payment of cash consideration to December 31, 2025.

F-19

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company’s capitalization at March 31, 2025 and March 31, 2024 was 500,000,000 authorized common shares with a par value of $0.001 per share, and 25,000,000 authorized preferred shares with a par value of $0.001 per share.

Common Stock

During the year ended March 31, 2024, the Company sold 1,736,450 shares of common stock for cash consideration of $1,952,700 of which $617,700 was received at the end of fiscal 2023 and $1,335,000 was received in fiscal 2024. These shares consisted of 1,597,700 shares sold at $1.00 per share, 100,000 shares sold at $2.00 per share, and 38,750 shares sold at $4.00 per share. As of March 31, 2024, the Company received from six accredited investors cash proceeds of $60,000 for purchase of 15,000 shares of common stock. The Company recorded cash proceeds of $60,000 as subscriptions received in advance as of March 31, 2024.

As ~~a result~~ of ~~all~~March ~~common~~31, ~~stock issuances~~2024, the ~~total~~Company ~~issued~~received ~~and~~from ~~outstanding~~six ~~shares~~accredited ofinvestors ~~common~~cash ~~stock~~proceeds ~~were~~of 12$60,~~072,454~~000 ~~and~~for 10purchase of 15,~~336,004~~000 shares of common stock. The Company recorded cash proceeds of $60,000 as subscriptions received in advance as of March 31, 2024 ~~and~~within ~~2023, respectively~~stockholders’ equity.

On April 8, 2024, the Company issued 15,000 shares of common stock to these six investors to settle the $60,000 in stock subscriptions received.

During the year ended March 31, 2025, the Company received a cash consideration of $358,250 from sale of 85,806 shares of its common stock at prices between $4.00 per share through December 2024 and $4.50 per share after December 2024.

In December 2024, the Company issued 2,100,000 shares of common stock to the sole owner of MEI in exchange for 60% of the equity interest in MEI (See Note 5). The common stock was valued at $4.00 per share based on the last sale of common shares in the last capital raises at that time.

Preferred Stock

The Board of Directors, without further approval of its stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, ~~liquidation~~ preferences and other rights and restrictions relating to any series. ~~Issuances~~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.

~~Designation~~Series A Preferred Stock

~~There~~Of ~~are~~the 25,000,000 authorized preferred shares, 1,000,000 shares ofhave ~~Series~~been Adesignated ~~Convertible~~as ~~Preferred~~Series ~~Stock~~A. ~~designated~~There ~~and~~are 292,000 shares issued and outstanding as of March 31, ~~2024~~ 2025 and ~~2023~~2024, respectively.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the ~~Corporation~~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 ~~Corporation~~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 ~~Corporation~~Company, the assets of the ~~Corporation~~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 ~~Corporation~~Company shall be distributed ratably among the ~~Holders~~holders of the Series A Preferred Stock and parity capital stock, if any. Neither the consolidation or merger of the ~~Corporation~~Company nor the sale, lease or transfer by the ~~Corporation~~Company of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the ~~Corporation~~ Company for purposes of these Liquidation Rights.

F-16

Stock Splits, Dividends and Distributions

If the ~~Corporation~~Company, at any time while any Series A Convertible Preferred Stock is outstanding, (a) shall pay a stock dividend or otherwise ~~make~~ 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~~ for any shares of capital stock of the ~~Corporation~~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~~ after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment ~~made~~ made pursuant to this paragraph ~~(e)(iii)~~ 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~~ combination or reclassification.

F-20

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

Conversion Rights

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

Voting Rights

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

As a result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were 292,000 shares as of March 31, 2024 and 2023, respectively.

2022 Stock Incentive Plan

On March 11, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”). The purposes of the 2022 Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

The 2022 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors. Awards may be made under the 2022 Plan for up to 5,000,000 shares of common stock of the Company. Only employees of our Company or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2022 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code. As of March 31, 2025 and 2024, 4,750,000 shares of common stock awards remain available for issuances pursuant to 2022 Plan.

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 or grants of shares, or until ten years after its adoption, whichever is earlier. Awards under the 2022 Plan may also be accelerated in in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or ~~substantially~~ substantially all our assets.

~~The~~NOTE ~~Board~~10 ~~did~~– ~~not~~INCOME award any shares of common stock to consultants under the 2022 Plan for the year ended March 31, 2024. The Board had awarded to consultants 250,000 shares of Common Stock under the 2022 Plan for the year ended March 31, 2023.TAXES

F-17

NOTE 9 – INCOME TAXES

The following is a reconciliation of the provision for income taxes at the U.S. Federal income tax rate to the income reflected in the Statement of Operations:

	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Tax at statutory tax rate		21.00	%		21.00	%
State taxes		6.98	%		6.98	%
Other permanent items		—			—
Change in valuation allowance		-27.98	%		-27.98	%
Income tax expense		—			—

The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities atas of March 31, ~~2024~~2025 and ~~2023~~2024, are as follows:

	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Deferred tax assets:
Net operating loss carry forward	$	~~664~~974,~~164~~451		$	~~229~~664,~~953~~164
Total gross deferred tax assets		~~664~~974,~~164~~451			~~229~~664,~~953~~164
Less: valuation allowance		(~~664~~974,~~164~~451	)		(~~229~~664,~~953~~164	)
Net deferred tax assets	$	—		$	—

Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

As of March 31, ~~2024~~2025 and ~~2023~~2024, the Company had accumulated net operating loss carryforwards of approximately $34,~~341~~502,000 and $13,~~741~~341,000, respectively, for U.S. federal and Nevada income tax purposes available to offset future taxable incomes. These ~~loss~~losses carryforwards ~~will~~ will begin to expire in the year ending March 31, ~~2031~~2032, subject to IRS limitations, including change in ownership. Losses after 2017 do not expire. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including expectations of future taxable income or loss, the carryforward periods available to us for tax reporting purposes, and other relevant factors.

Based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company has determined that it was more likely than not that its deferred tax assets would not be realized at March 31, ~~2024~~2025 and ~~2023~~2024, respectively. Accordingly, the Company has recorded a valuation allowance for 100% of its cumulative deferred tax assets. The change in valuation allowance during fiscal ~~2024~~2025 was an increase of $~~434~~310,~~211~~287.

In the ordinary course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of March 31, ~~2024~~2025, tax years 2024, 2023, 2022, ~~2021,~~ and ~~2020~~2021 remain open for examination by the Internal Revenue Service and the Nevada Division of Revenue. The Company has received no notice of audit from the Internal Revenue Service or the Nevada Division of Revenue for any of the open tax years.

NOTE 1011 – SUBSEQUENT ~~EVENTS~~EVENT

~~Common~~As of August 27, 2025, the Company sold 1,412 shares of common stock ~~issued~~to ~~for~~four ~~subscriptions~~investors and received incash ~~fiscal~~consideration ~~2024~~of $6,354.

On April 8, 2024, the Company issued 15,000 shares of common stock to six accredited investors for a cash consideration of $60,000 pursuant to Stock Purchase Agreements. The Company received $60,000 of cash consideration for the sale of common stock on March 29, 2024 and recorded it as subscriptions received in advance as of March 31, 2024.F-21

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Filing Compare · BlueOne Card, Inc.