BCRD 10-K & 10-Q changes, risk factors and insider trading
BlueOne Technologies, Inc. · OTC · Services-Business Services, Nec · CIK 1496690 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Status as an Emerging Growth Company”
New heading “Our Payment Hub technology is classified as an intangible asset.”
Largest changes
“Litigation and Reputational Risks Related to Investor Disputes We are currently involved in a dispute with David Lee, an investor who breached a $1,000,000 investment agreement. While we are pursuing legal remedies, including breach of contract, defamation, and securities fraud claims, there can be no assurance that we will prevail in any litigation or recover the full amount owed.”see in full comparison
“Following the acquisition of Millennium EBS and the Payment Hub technology, the Company recorded a finite-lived intangible asset related to the Payment Hub technology. The intangible asset is being amortized over its estimated useful life. The Company’s ability to realize the anticipated benefits from the Payment Hub technology depends on the continued development, adoption, market acceptance, and commercial success of the related products and services. …”see in full comparison
“On May 5, 2026, BlueOne Technologies, Inc. received an email from a former advisor asserting that additional amounts are owed under an advisory relationship with the Company. Management disputes the asserted amounts and, as of the filing date, no litigation has been commenced and no formal legal demand has been received. Management is currently evaluating the matter and has not recorded a liability related to the asserted amounts.”see in full comparison
“We are an emerging growth company under the JOBS Act, which allows us to take advantage of certain reduced reporting and disclosure requirements. While these reduced requirements may lower our compliance costs, they also mean that the information we provide to investors may be less comprehensive than that provided by non-emerging growth companies. For example:”see in full comparison
Full comparison: every changed paragraph (9)
Risks Related to Our Status as an Emerging Growth Company
We are an emerging growth company under the JOBS Act, which allows us to take advantage of certain reduced reporting and disclosure requirements. While these reduced requirements may lower our compliance costs, they also mean that the information we provide to investors may be less comprehensive than that provided by non-emerging growth companies. For example:
Our
platform is currently being set up with the BlueOne
Card CardsProgram and Millenium EBS business programs. Prolonged functionality or banking delays
could have a material adverse effect on our
business.
We are highly dependent on our management team, specifically Nabil A. Bader, James Koh and Shinto Matthew. We have an employment agreement in place with Mr. Bader, 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.
Litigation and Reputational Risks Related to Investor Disputes We are currently involved in a dispute with David Lee, an investor who breached a $1,000,000 investment agreement. While we are pursuing legal remedies, including breach of contract, defamation, and securities fraud claims, there can be no assurance that we will prevail in any litigation or recover the full amount owed.
If we are unsuccessful in our legal actions or if regulatory authorities take adverse action against us or Mr. Lee, our business, financial condition, and stock price could be materially and adversely affected.
On May 5, 2026, BlueOne Technologies, Inc. received an email from a former advisor asserting that additional amounts are owed under an advisory relationship with the Company. Management disputes the asserted amounts and, as of the filing date, no litigation has been commenced and no formal legal demand has been received. Management is currently evaluating the matter and has not recorded a liability related to the asserted amounts.
Our Payment Hub technology is classified as an intangible asset.
Following the acquisition of Millennium EBS and the Payment Hub technology, the Company recorded a finite-lived intangible asset related to the Payment Hub technology. The intangible asset is being amortized over its estimated useful life. The Company’s ability to realize the anticipated benefits from the Payment Hub technology depends on the continued development, adoption, market acceptance, and commercial success of the related products and services. If the Payment Hub technology does not perform as expected, becomes obsolete, fails to generate anticipated revenue, or if market conditions change adversely, the Company may be required to recognize impairment charges or revise the carrying value of the intangible asset, which could have a material adverse effect on the Company’s financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Emerging Growth Company Considerations”
New heading “Payment Hub Intangible Asset”
New heading “Impact of Investor Dispute on Liquidity”
Largest changes
“During the current fiscal year, the Company reclassified the Payment Hub asset from goodwill to an identifiable finite-lived intangible asset based upon management’s evaluation and the related purchase price allocation. The Payment Hub intangible asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable under ASC 360.”see in full comparison
“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.”see in full comparison
“In February 2026, David Lee, an investor, breached a $1,000,000 investment agreement with the Company, depositing only $500,000 of the committed funds and subsequently engaging in defamatory and harassing conduct against our former CEO, James Koh. The Company has retained the $500,000 partial payment as liquidated damages and is pursuing the remaining $500,000 owed under the agreement. However, Mr. Lee’s actions have disrupted our capital-raising efforts and damaged our reputation in the investor community.”see in full comparison
Full comparison: every changed paragraph (29)
Emerging Growth Company Considerations
As an emerging growth company, we are permitted to provide scaled disclosures in this Annual Report on Form 10-K. Specifically, we are not required to include certain information that would otherwise be required for non-emerging growth companies, such as:
BlueOne
Card, Technologies Inc. is a publicly traded financial technology company
undergoing a significant strategic transformation. Following our acquisition
of Millennium EBS (“Millennium”), a sophisticated
fintech platform provider, we have evolved from our foundational business
in prepaid card program management to now a diversified, global
provider of advanced payment infrastructure solutions for banks, financial
institutions (FIs), and emerging fintech companies.
BlueOne
CardTechnologies willInc.,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.
BlueOne
Card, Technologies, Inc. (formerly known as “BlueOne
Card”, “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.
On March 11, 2026, the Company filed a FINRA corporate action request to change its name from BlueOne Card Inc. to BlueOne Technologies, Inc. The name change became effective on April 15, 2026, and was published on the FINRA OTC Daily List.
Business CombinationCombinations
The Company
accounts for business acquisitions using
the acquisition method of accountingaccounting, wherewhereby the assets acquired,acquired and the liabilities assumed are
recognized based on their respective estimated
fair values at the acquisition date. The purchase price is allocated to identifiable tangible and intangible assets acquired and liabilities
assumed based on their estimated fair values. TheIdentifiable excessfinite-lived ofintangible theassets purchaseare priceamortized over thetheir estimated fairuseful values of the netlives.
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, methodologies, projected revenue,revenues, expenses,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 dateacquisition ofdate. the acquisition.
The Company evaluates acquisitions pursuant to ASC 805, “Business
Combinations,” to determine whether the acquisition
transaction should be classifiedaccounted for as either an asset acquisition or a business combination.
Payment Hub Intangible Asset
In connection with the acquisition of Millennium EBS, the Company recognized the Payment Hub intangible asset as an identifiable finite-lived intangible asset. The asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable in accordance with ASC 360.
During the current fiscal year, the Company reclassified the Payment Hub asset from goodwill to an identifiable finite-lived intangible asset based upon management’s evaluation and the related purchase price allocation. The Payment Hub intangible asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable under ASC 360.
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.
We
recorded $110,145$260,013 in revenues from the
implementation of services and subscription revenues for the year ended March 31, 2025.2026. We
recordedThere $4,000were inno revenues from the sale of
prepaid debit cards for the year ended March 31, 2024.2026. We recorded $31,948$118,099 for the costs incurred with the
implementation of
software services and subscription revenues for the year ended March 31, 2025. We recorded $1,600 for the cost
associated with the purchase of debit cards for the year ended March 31, 2024. In addition, we recorded $0 and $72,900 as reserve
for the net realizable value of prepaid cards inventory and charged to the cost of sales for the year ended March 31, 2025 and 2024,
respectively.2026. As a result, we reported a gross profit of $141,914 and $78,197 for the yearyears ended March 31, 2025,2026 and a2025 gross loss of $70,500 for
the year ended March 31, 2024.respectively.
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 $1,237,816$4,220,586 and $1,553,729$1,237,816 for the years ended March 31, 20252026 and 2024,2025, respectively. The
reduction increase in operating expenses of $315,913 $2,982,770
resulted primarily due to ourincrease reduction of $354,913 in advertising and marketing promotions
of our prepaidamortization debitof cardsinternal use software $2,842,164 and internal-sue software costs, reductionincrease of $33,337$35,624 in legal, professional
and filing fees, reduction of
$61,721 in research and development costs, offset by an increase of $134,058 in general and administrative expense for the year ended
March 31, 20252026 compared to March 31, 2024.2025.
OtherInterest expense was related to the interest charged
incomeon credit cards. Interest expense totalled $20,480 and expenses included interest income of $0 and $11,137$15,927 for the years ended March 31, 20252026 and 2024,2025, respectively. Interest income
was earned on cash balances invested in money market funds due to higher interest rates in 2024 compared to 2025. Interest expense was
related to the interest charged on credit cards. Interest expense totalled $15,927 and $48 for the years ended March 31, 2025 and 2024,
respectively.
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. A loss of $1,153,948 was recorded for the year ended March 31, 2026.
We incurred a net loss of $4,099,153 for the year
incurredended March 31, 2026 as compared to a net loss of $1,175,546 for the year ended March 31, 2025 as compared to a net loss of $1,613,140 for the year ended March
31, 2024.2025. The decreaseincrease in loss of $437,594$2,923,607 was
primarily due to the decreaseincrease in operating expenses incurred by us.us due to amortization of internal-use software.
Net cash used in operations of $571,105 for the year ended March 31, 2026 was primarily a result of a loss of $4,099,153, depreciation and amortization of $62,641, non-cash rent expense of $92,241, and amortization of internal-use software cost of $2,962,526. In addition, the Company recorded a net increase in operating assets and liabilities of $410,641 due to an increase in accounts receivable of $10,624, decrease in prepaid deposits and other current assets of $14,460, increase in accounts payable and accrued liabilities of $505,535, increase in compensation payable to officers of $109,807 decrease in deferred revenues of $50,607, and increase in related party payables of $157,931.
Net
cash used in operations of $1,146,710 for the year ended March 31, 2024 was primarily a result of a net loss of $1,613,140, depreciation
and amortization of $111,943, write down of inventory of prepaid cards of $72,900, and bad debt provision on notes receivable of $102,305.
In addition, the Company recorded a net increase in operating assets and liabilities of $179,282 due to a reduction in inventory of $1,600,
decrease in prepaid deposits of $289, decrease in accounts payable and accrued liabilities of $8,012, increase in compensation payable
to officer of $190,575, and decrease in related party payables of $5,170.
Net cash used in investing activities for the year ended March 31, 2026 was $67,954 due to cash paid $67,954 for purchase of internal-use software development costs.
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 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, 20242026 was $1,395,000,$770,199, consistingconsisted of cash proceeds offrom $1,335,000 received
fromthe sale of common stock of the Company,$270,199 and $60,000 in cash proceeds received from commonan
investor stockof subscriptions.$500,000.
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
The
accompanying financial statements have been
prepared on a going concern basis which contemplates the realization of assets and
settlement of liabilities and commitments in the normal
course of business. The Company has not yet generated any significant
revenues and has suffered operating losses since July 6, 2007 (Inception
Date) to date. The Company recorded a net loss attributable
to the common stockholders of BlueOne Card,Technologies, Inc. of $1,051,243,$2,945,205, net
cash flows used in operating activities of $317,295$571,105 for the year
ended March 31, 2025,2026, and has an accumulated deficit and working capital
deficit of $4,922,995$7,868,199 and $1,703,356,$4,922,995, as of March 31, 2025.
2026. These factors, among others, raise a substantial doubt regarding the Company’s
ability to continue as a going concern
operation for a period of 12 months from the issuance date of these 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 consolidated financial statements do not include any
adjustments adjustments
to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be
necessary necessary
should the Company be unable to continue as a going concern.
Impact of Investor Dispute on Liquidity
In February 2026, David Lee, an investor, breached a $1,000,000 investment agreement with the Company, depositing only $500,000 of the committed funds and subsequently engaging in defamatory and harassing conduct against our former CEO, James Koh. The Company has retained the $500,000 partial payment as liquidated damages and is pursuing the remaining $500,000 owed under the agreement. However, Mr. Lee’s actions have disrupted our capital-raising efforts and damaged our reputation in the investor community.
While we are taking steps to mitigate the impact of this dispute (including legal action and demand letters), there can be no assurance that we will recover the full $1,000,000 or restore investor confidence. If we are unsuccessful in our efforts, our liquidity, operations, and ability to execute our business plan could be materially and adversely affected.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Payment Hub Intangible Asset”
Largest changes
“During the current fiscal year, the Company reclassified the Payment Hub asset from goodwill to an identifiable finite-lived intangible asset based upon management’s evaluation and the related purchase price allocation. The Payment Hub intangible asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable under ASC 360.”see in full comparison
“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 at 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.”see in full comparison
“In connection with the acquisition of Millennium EBS, the Company recognized the Payment Hub intangible asset as an identifiable finite-lived intangible asset. The asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable in accordance with ASC 360.”see in full comparison
Results of Operations for thesee in full comparisonNineThree Months EndedDecemberJune31,30,20252026 Compared to theNineThree Months EndedDecemberJune31,30,20242025 (Unaudited)
Results of Operations for the Three Months Endedsee in full comparisonDecemberJune31,30,20252026 Compared to the Three MonthsEndedJuneDecember30,31, 20242025 (Unaudited)
Full comparison: every changed paragraph (34)
BlueOne Technologies,
Card, Inc. is a publicly traded financial technology company undergoing a significant strategic transformation. Following our acquisition of
of Millennium EBS (“Millennium”), a sophisticated fintech platform provider, we have evolved from our foundational business in
in prepaid card program management to now a diversified, global provider of advanced payment infrastructure solutions for banks, financial
institutions (FIs), and emerging fintech companies.
BlueOne Technologies,
Card, Inc. will now introduce BlueOne Pay, a platform which will enable a seamless, low-cost conversion of stablecoin USDT (Tether) into USD,
USD, delivering funds through bank transfers, prepaid cards, or cash pick up. After customers are verified under KYC in compliance with regulatory
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.
BlueOne
Card, Technologies, Inc. (formerly known as
“Avenue South Ltd.,” “TBSS International, Inc.,” or “Manneking Inc.” or BlueOne Card, Inc.)
was incorporated
on July 6, 2007, under the laws of the State of Nevada. We started our business as a retailer and importer of domestic
home furnishings
from Hong Kong. On September 30, 2011, we changed our name to TBSS International, Inc. and got engaged in gold mining
and drilling and
general construction. On April 26, 2019, Corporate Compliance, LLC filed a re-application for custodianship pursuant
to NRS 78.347. The
Eighth Judicial District Court of Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate
Compliance, LLC.
On October 15, 2019, we changed our name to “Manneking Inc.,” and then to “BlueOne Card, Inc.”
on June 30, 2020.
On March 11, 2026, the Company filed a corporate action request with FINRA to change its name from BlueOne Card, Inc. to BlueOne Technologies,
Inc. The name change became effective on April 15, 2026, and the Company’s common stock continues to trade on the OTC market under
the symbol “BCRD.”
The
Millennium EBS Payment Hub has successfully
enabled a major banking institution in Sri Lanka and Gayana to transition to ISO20022 standards
and is now in use, showcasing its role
as the ultimate solution for banks seeking scalability, compliance, and secure financial messaging.
The platform integrates diverse payment
systems into a cohesive framework, offering seamless multi-channel payment processing. This acquisition
shifts BlueOne Card’s Technologies’
position from a planned leasing agreement to full ownership, enabling us to provide payment services directly
to banks and generate significant
revenue from financial institutions that utilize our platform.
Payment Hub Intangible Asset
In connection with the acquisition of Millennium EBS, the Company recognized the Payment Hub intangible asset as an identifiable finite-lived intangible asset. The asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable in accordance with ASC 360.
During the current fiscal year, the Company reclassified the Payment Hub asset from goodwill to an identifiable finite-lived intangible asset based upon management’s evaluation and the related purchase price allocation. The Payment Hub intangible asset is amortized on a straight-line basis over its estimated useful life and is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable under ASC 360.
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 at 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.
(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.
Results
of Operations for the Three Months
Ended DecemberJune 31,30, 20252026 Compared to the Three Months EndedJune December30, 31, 20242025 (Unaudited)
We
recorded $24,771$11,000 in revenues from the implementation
of services, licensing fees, and subscription revenues of internal-use software
under Millenium Payment Hub platform provided to the customers,
for the three months ended DecemberJune 31,30, 2025.2026. We recorded
$60,947 $95,556 in revenues from the implementation of internally generated software under
Millenium Payment Hub platform forprovided twoto customers for
the three months ended DecemberJune 31,30, 2024.2025. We did not sell any prepaid debit or gift
cards to the customers during the three months ended
December 31,June 202530, 2026 and 2024,2025, respectively.
Cost
of revenues associated with the implementation
of services, licensing fees and subscription revenues of internal-use software under Millenium
Payment Hub for services excludes software
amortization, which is included in general and administrative expense, totaled $37,297$18,831 and
$47,364 $35,060 for the three months ended DecemberJune 31, 202530,
2026 and 2024,2025, respectively. Cost of revenues from the sale of prepaid debit/gift cards
for the three months ended DecemberJune 31,30, 20252026 and 2024 2025
was $0, respectively.
Operating
expenses incurred by the Company included
legal, accounting and professional fees, all costs associated with marketing, advertising and
promotion, research and development, rent,
payroll, travel, software amortization and other general and administrative expenses. We recorded
operating expenses of $487,374$293,212 and $262,063 $433,479
for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. The net increasedecrease in
operating expenses of $225,311$140,267 was primarily due
to todecrease in combined expenses of BlueOne CardTechnologies Inc. and Millenium EBS Inc. (acquired on December
13, 2024). The increasedecrease in
expenses resulted due to increasedecrease in consulting expenses, marketing expenses, professional fees relating to
legal accounting & audit
fees, software amortization, and other general and administrative expenses.
Interest
expense related to financing the purchase
of Company vehicle and credit card interest totaled $5,526$5,309 and $4,602$5,590 for the three months
ended DecemberJune 31,30, 20252026 and 2024,2025, respectively.
Interest expense increaseddecreased primarily as a result of credit card interest for the three
months ended DecemberJune 31,30, 2025,2026, as compared to the
same period in 2024.2025.
We
recorded non-controlling interest of loss in
our majority-owned subsidiary Millenium EBS (acquired on December 13, 2024) allocated to
the non-controlling interest owners of the subsidiary
of $71,013$68,284 and $3,453$69,483 for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively.
We
reported a net loss of $397,116$287,522 and $202,265 $343,513
for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. The increasedecrease in net
loss was primarily due to the increasedecrease in operating expenses incurred with the acquisition of Millenium EBS, Inc.
expenses.
Results
of Operations for the NineThree Months
Ended DecemberJune 31,30, 20252026 Compared to the NineThree Months Ended DecemberJune 31,30, 20242025 (Unaudited)
We
recorded $149,977$11,000 in revenues from the implementation
of services, licensing fees, and subscription revenues of internal-use software
under BlueOne CardTechnologies and Millenium Payment Hub platform
provided to the customers, for the ninethree months ended DecemberJune 31,30, 2025.2026. We recorded
$60,947 $95,556 in revenues from the implementation of internally
generated software under Millenium Payment Hub platform forprovided twoto customers for
the ninethree months ended DecemberJune 31,30, 2024.2025. We did not sell
any prepaid debit or gift cards to the customers during the ninethree months ended
December 31,June 202530, 2026 and 2024,2025, respectively.
Cost
of revenues associated with the implementation
of services and subscription revenues of internal-use software under Millenium Payment
Hub for services excludes software amortization,
which is included in general and administrative expense, totaled $96,981$18,831 and $47,364
$35,060 for the ninethree months ended DecemberJune 31,30, 20252026 and 2024, 2025,
respectively. Cost of revenues from the sale of prepaid debit/gift cards for the
nine three months ended DecemberJune 31,30, 2026 and 2025 and 2024 was $0 and
$0, respectively.
Operating
expenses incurred by the Company included
legal, accounting and professional fees, all costs associated with marketing, advertising and
promotion, research and development, rent,
payroll, travel, software amortization and other general and administrative expenses. We recorded
operating expenses of $1,388,335$293,212 and $749,484 $433,479
for the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. The net increasedecrease in
operating expenses of $638,851$140,267 was primarily due
to todecrease in combined expenses of BlueOne CardTechnologies Inc. and Millenium EBS Inc. (acquired on December
13, 2024) for the nine months ended December 31, 2025, compared to primarily only BlueOne Card, Inc. expenses for the nine months ended
December 31, 2024.. The increasedecrease in
expenses resulted due to increasedeccrease in consulting expenses, marketing expenses, professional fees relating
to legal accounting & audit
fees, software amortization, and other general and administrative expenses.
Interest
expense related to financing the purchase
of Company vehicle and credit card interest totaled $16,738$5,309 and $10,601$5,590 for the ninethree months
ended DecemberJune 31,30, 20252026 and 2024,2025, respectively.
Interest expense increaseddecreased primarily as a result of credit card interest incurredfor for
the ninethree months ended DecemberJune 31,30, 20252026, as compared to the
same period in 2024.2025.
We
recorded non-controlling interest for theof loss in
our majority-owned subsidiary Millenium EBS (acquired on December 13, 2024) allocated
to the non-controlling interest owners of the subsidiary
of $219,943$68,284 and $3,453$69,483 for the ninethree months ended DecemberJune 31,30, 20252026 and 2024,
2025, respectively.
We
reported a net loss of $1,035,153$287,522 and $695,685 $343,513
for the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. The increasedecrease in net
loss was primarily due to the increasedecrease in operating expenses incurred with the acquisition of Millenium EBS, Inc.
expenses.
Liquidity
and Capital Resources for the nine three
months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively:
Cash
used in operating activities for the nine months ended December 31, 2025 was $265,347, primarily as a result of net loss of
$1,255,096, depreciation and amortization of $80,151, credit loss expense of $20,030, non-cash rent expense of $1,937, amortization
of internal-use software of $305,251, and a net increase in operating assets and liabilities of $602,410 due to increase in accounts
receivable of $40,731, increase in accounts payable and accrued liabilities of $75,373, increase in compensation payable to officer
of $170,201, increase in deferred revenue of $102,603, and an increase in related party payables of $274,934.
Cash
used in operating activities for the nine three
months Decemberended 31June 202430, 2026 was $294,054$176,529, primarily as a result of net loss of $699,138,$287,522, depreciation
and amortization of $96,529,$101,750, non-cash
rent expense of $2,193, amortization of internal-use software of $10,860, and a net$4,471, increase in
operating other assets: andescrow deposits of $67,500, increase in liabilities of $295,502$81,946, due to increasedecrease in accounts
receivable of $60,900, increase in accounts payable and accrued
liabilities of $210,774, increase in compensation payable to officer of $154,729,$618, and decrease in relateddeferred party payablesrevenue of $9,101.$1,350.
Cash used in operating activities for the three months June 30, 2025 was $50,016, primarily as a result of net loss of $343,513, depreciation and amortization of $26,716, non-cash rent expense of $664, amortization of internal-use software of $101,751, and a net increase in operating assets and liabilities of $164,365 due to increase in accounts receivable of $2,471, increase in accounts payable and accrued liabilities of $5,590, increase in compensation payable to officer of $54,903, decrease in deferred revenues of $1,507, and an increase in related party payables of $107,850.
Net
cash used in investing activities for the nine
three months ended DecemberJune 31,30, 2025,2026, was $7,913,$0. due to purchase of property and equipment.
Net cash used in investing activities for the ninethree months ended DecemberJune 31,30, 2024,2025, was $0.$2,024,
due to purchase of property and equipment.
Net
cash provided by financing activities for
the ninethree months ended DecemberJune 31,30, 2025,2026, was $261,200, consisting of cash received from sale
of common stock.$0. Net cash provided by financing activities for the ninethree months ended DecemberJune 31,30, 2024,2025, was $223,000 consisting of cash
received from sale of common stock of $205,000, and cash received from stock subscriptions of $18,000.$6,350.
These
condensed consolidated financial statements
have been prepared on a going concern basis which contemplates the realization of assets
and settlement of liabilities and commitments
in the normal course of business. The Company has not yet generated any significant
revenues and has suffered operating losses since July
6, 2007 (Inception Date) to date. The Company recorded for the ninethree months
ended DecemberJune 31,30, 2025,2026, a net loss attributable to common stockholders
of $1,035,153,$219,238, net cash flows used in operating activities of
$265,347 $176,529 and has an accumulated deficit and working capital deficit of $5,958,148 $8,087,438
and $2,319,654$2,254,127 as of DecemberJune 31,30, 2025.2026. These
factors, among others, raise a substantial doubt regarding the Company’s ability to continue
as a going concern operation for
a period of 12 months from the issuance date of these condensed consolidated financial statements. The
continuation of the Company
as a going concern is dependent upon the continued financial support from its shareholders, the ability of
the Company to obtain
necessary financing to continue operations, and the attainment of profitability. If the Company is unable to obtain
adequate adequate
capital, it could be forced to cease operations. The accompanying condensed consolidated financial statements do not include
any 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.
BCRD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BCRD (13F)
None of the 59 investors we track reported a position in their latest 13F.