Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 000-56060
BlueOne Card, Inc.
(Exact name of small business issuer as specified in its 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)
(800) 210-9755
(Registrant’s telephone number, including area code)
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 pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
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 |
The number of shares of Common Stock, $0.0001 par value, of the registrant outstanding at November 21, 2022 was .
TABLE OF CONTENTS
| i |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.
| ii |
PART I.
Item 1. Financial Statements.
BLUEONE CARD, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
| September 30, 2022 | March 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 19,885 | $ | 41,318 | ||||
| Prepaid deposits | 294,206 | 270,506 | ||||||
| Total Current Assets | 314,091 | 311,824 | ||||||
| Property and equipment, net | 60,256 | 135,285 | ||||||
| Right-of-use asset | 57,713 | |||||||
| Total Assets | $ | 432,060 | $ | 447,109 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 46,201 | $ | 39,098 | ||||
| Related party payables | 348,058 | 240,012 | ||||||
| Customer deposits | 20,000 | 20,000 | ||||||
| Loan payable, current portion | 12,699 | |||||||
| Lease liability – current maturity | 16,376 | |||||||
| Total Current Liabilities | 430,635 | 311,809 | ||||||
| Loan payable, non-current portion | 43,759 | |||||||
| Lease liability – net of current maturity | 33,814 | |||||||
| Total Liabilities | 464,449 | 355,568 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred stock, $ par value; shares authorized, shares issued and outstanding as of September 30, 2022 and March 31, 2022, respectively | 292 | 292 | ||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively | 10,279 | 9,980 | ||||||
| Additional paid in capital | 1,643,283 | 1,221,082 | ||||||
| Accumulated deficit | (1,686,243 | ) | (1,139,813 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (32,389 | ) | 91,541 | |||||
| Total Liabilities and Stockholders’ Equity | $ | 432,060 | $ | 447,109 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 1 |
BLUEONE CARD, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | $ | $ | 19,750 | $ | $ | 19,750 | ||||||||||
| Cost of sales | 12,328 | 12,328 | ||||||||||||||
| Gross Profit | 7,422 | 7,422 | ||||||||||||||
| Operating Expenses | ||||||||||||||||
| Legal and filing fees | 4,524 | 3,131 | 21,775 | 8,458 | ||||||||||||
| Rent | 26,400 | 17,337 | 46,737 | 34,674 | ||||||||||||
| General and administrative | 109,995 | 138,856 | 475,327 | 224,250 | ||||||||||||
| Total Operating Expenses | 140,919 | 159,324 | 543,839 | 267,382 | ||||||||||||
| Loss from Operations | (140,919 | ) | (151,902 | ) | (543,839 | ) | (259,960 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | (1,167 | ) | (434 | ) | (2,591 | ) | (1,158 | ) | ||||||||
| Total Other Income (Expense) | (1,167 | ) | (434 | ) | (2,591 | ) | (1,158 | ) | ||||||||
| Loss before Income Taxes | (142,086 | ) | (152,336 | ) | (546,430 | ) | (261,118 | ) | ||||||||
| Provision for Income Tax | ||||||||||||||||
| Net Loss | $ | (142,086 | ) | $ | (152,336 | ) | $ | (546,430 | ) | $ | (261,118 | ) | ||||
| Basic and Diluted Net Loss Per Share | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.03 | ) | ||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | 10,278,861 | 9,928,162 | 10,253,916 | 9,904,614 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
BLUEONE CARD, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| For the Three Months Ended September 30, 2022 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Equity | ||||||||||||||||||||||||
| Shares | Amount |
Shares |
Amount | Capital | Deficit |
(Deficit) | ||||||||||||||||||||||
| Balance - June 30, 2022 | 292,000 | $ | 292 | 10,278,861 | $ | 10,279 | $ | 1,643,283 | $ | (1,544,157 | ) | $ | 109,697 | |||||||||||||||
| Net loss | - | - | $ | (142,086 | ) | (142,086 | ) | |||||||||||||||||||||
| Balance - September 30, 2022 | 292,000 | $ | 292 | 10,278,861 | $ | 10,279 | $ | 1,643,283 | $ | (1,686,243 | ) | $ | (32,389 | ) | ||||||||||||||
| For the Six Months Ended September 30, 2022 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount |
Capital |
Deficit |
(Deficit) | ||||||||||||||||||||||
| Balance - March 31, 2022 | 292,000 | $ | 292 | 9,979,575 | $ | 9,980 | $ | 1,221,082 | $ | (1,139,813 | ) | $ | 91,541 | |||||||||||||||
| Sale of common stock | 49,286 | 49 | 172,451 | 172,500 | ||||||||||||||||||||||||
| Issuance of common stock for services | 250,000 | 250 | 249,750 | 250,000 | ||||||||||||||||||||||||
| Net loss | - | - | (546,430 | ) | (546,430 | ) | ||||||||||||||||||||||
| Balance - September 30, 2022 | 292,000 | $ | 292 | 10,278,861 | $ | 10,279 | $ | 1,643,283 | $ | (1,686,243 | ) | $ | (32,389 | ) | ||||||||||||||
| For the Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount |
Capital |
Deficit |
(Deficit) | ||||||||||||||||||||||
| Balance - June 30, 2021 | 292,000 | $ | 292 | 9,890,075 | $ | 9,890 | $ | 1,042,172 | $ | (717,768 | ) | $ | 334,586 | |||||||||||||||
| Sale of common stock | 62,000 | 62 | 123,938 | 124,000 | ||||||||||||||||||||||||
| Net loss | - | - | (152,336 | ) | (152,336 | ) | ||||||||||||||||||||||
| Balance - September 30, 2021 | 292,000 | $ | 292 | 9,952,075 | $ | 9,952 | $ | 1,166,110 | $ | (870,104 | ) | $ | 306,250 | |||||||||||||||
| For the Six Months Ended September 30, 2021 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount |
Capital |
Deficit |
(Deficit) | ||||||||||||||||||||||
| Balance - March 31, 2021 | 292,000 | $ | 292 | 9,890,075 | $ | 9,890 | $ | 1,042,172 | $ | (608,986 | ) | $ | 443,368 | |||||||||||||||
| Sale of common stock | 62,000 | 62 | 123,938 | 124,000 | ||||||||||||||||||||||||
| Net loss | - | - | (261,118 | ) | (261,118 | ) | ||||||||||||||||||||||
| Balance - September 30, 2021 | 292,000 | $ | 292 | 9,952,075 | $ | 9,952 | $ | 1,166,110 | $ | (870,104 | ) | $ | 306,250 | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
BLUEONE CARD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (546,430 | ) | $ | (261,118 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 19,501 | 21,050 | ||||||
| Amortization of right-of-use asset | 6,063 | |||||||
| Loss on sale of vehicle | 2,034 | |||||||
| Stock compensation expense | 250,000 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) in prepaid deposits | (23,700 | ) | (4,864 | ) | ||||
| (Increase) in right-of-use asset | (13,586 | ) | ||||||
| Increase (decrease) in accrued liabilities | 7,265 | (4,720 | ) | |||||
| Increase in related party payables | 108,046 | 60,996 | ||||||
| Net Cash Used In Operating Activities | (190,807 | ) | (188,656 | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Cash proceeds from sale of common stock | 172,500 | 124,000 | ||||||
| Cash paid for loan payable | (3,126 | ) | (5,023 | ) | ||||
| Net Cash Provided By Financing Activities | 169,374 | 118,977 | ||||||
| Net (Decrease) in Cash | (21,433 | ) | (69,679 | ) | ||||
| Cash - Beginning of the Period | 41,318 | 340,502 | ||||||
| Cash - End of the Period | $ | 19,885 | $ | 270,823 | ||||
| Supplemental Disclosures of Cash Flows | ||||||||
| Cash paid for interest | $ | 2,591 | $ | 1,158 | ||||
| Cash paid for income taxes | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||
|
Sale of vehicle | $ | 50,246 | $ | |||||
| Repayment of loan payable | $ | 50,246 | $ | |||||
| Present value of lease liability | $ | 50,190 | $ | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
BLUEONE CARD, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2022
NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN
General
The unaudited condensed financial statements of BlueOne Card, Inc. (“BlueOne” or the “Company”) as of September 30, 2022 and for the six months ended September 30, 2022 and 2021 should be read in conjunction with the financial statements for the years ended March 31, 2022 and 2021, respectively. BlueOne (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. The Company started its business as a retailer and importer of domestic home furnishings from Hong Kong. On September 30, 2011, the Company changed its name to TBSS International, Inc., which was engaged in gold mining and drilling and general construction. On April 26, 2019, Corporate Compliance, LLC filed a re-application for custodianship pursuant to Nevada Revised Statutes 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, the Company changed its name to Manneking Inc., and then to BlueCard One, Inc. on June 30, 2020.
On October 15, 2019 and on June 30, 2020, the Company effectuated a 1-for-100 reverse stock splits (the “Reverse Splits”) of its issued and outstanding common stock. As a result of the Reverse Splits, each one hundred shares of issued and outstanding prior to the Reverse Splits were converted into one share of common stock (See Note 8). All share and per share numbers in the unaudited condensed financial statements and notes below have been revised retroactively to reflect the Reverse Splits.
Risk and Uncertainty Concerning COVID-19 Pandemic
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Presentation
The interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Company. For purposes of comparability, certain prior period amounts have been reclassified to conform to the current period presentation. The preparation of interim condensed financial statements requires management to make assumptions and estimates that impact the amounts reported. The interim condensed financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These interim condensed financial statements, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended September 30, 2022 and 2021; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed financial statements, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, filed with the SEC on June 29, 2022. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period.
| 5 |
Going Concern
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. The Company has generated minimal revenues since its formation and has suffered operating losses since July 6, 2007 (Inception Date) to date and allow it to continue as a going concern. 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 profitable operations. The Company incurred a net loss of $546,430 for the six months ended September 30, 2022, used net cash flows in operating activities of $190,807, and has an accumulated deficit of $1,686,243 as of September 30, 2022. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The interim condensed 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of its assets, accounts payable, accrued liabilities and payable to related party. 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 the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. 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 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 September 30, 2022 and March 31, 2022, respectively.
Inventory
Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes saleable prepaid debit cards that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At September 30, 2022 and March 31, 2022, there were no reserves for obsolete and slow-moving inventory.
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from to 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.
| 6 |
Long-lived Assets
In accordance with Accounting Standards Codification (“ASC”) ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the three months ended September 30, 2022 and 2021, respectively.
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 potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and convertible preferred stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
| For the Three Months Ended September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net loss computation of basic and diluted net loss per common share: | ||||||||||||||||
| Net loss attributable to common stockholders | $ | (142,086 | ) | $ | (152,336 | ) | $ | (546,430 | ) | $ | (261,118 | ) | ||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Basic and diluted net loss per common share | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.03 | ) | ||||
| Basic and diluted weighted average common shares outstanding | 10,278,861 | 9,928,162 | 10,253,916 | 9,904,614 | ||||||||||||
September 30, 2022 | March 31, 2022 | |||||||
| Preferred stock | 292,000,000 | 292,000,000 | ||||||
| Total anti-dilutive weighted average shares | 292,000,000 | 292,000,000 | ||||||
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 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 it to be, or contain, a lease.
The Company accounts for its 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 condensed balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is consummate with the respective lease term. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term.
In calculating the right of use asset and lease liability, the Company elects to combine lease and non-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.
| 7 |
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 prepaid deposits, accrued liabilities and customer deposits. 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 when the product is delivered to the customer, and the ownership/control is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed.
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 fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, “Compensation—Stock Compensation”. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.
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.
| 8 |
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.
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its financial statements.
NOTE 3 – PREPAID DEPOSITS
Prepaid deposits consisted of the following:
September 30, 2022 | March 31, 2022 | |||||||
| Prepaid rent | $ | 6,759 | $ | 6,759 | ||||
| Prepaid cards inventory | 77,900 | 77,900 | ||||||
| Prepaid Business Identification Number | 209,547 | 180,847 | ||||||
| Other | 5,000 | |||||||
| Total | $ | 294,206 | $ | 270,506 | ||||
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment, stated at cost, consisted of the following:
Estimated Life | September 30, 2022 | March 31, 2022 | ||||||||
| Furniture and Fixtures | 5 years | $ | 120,519 | $ | 120,519 | |||||
| Office equipment | 3 years | 5,500 | 5,500 | |||||||
| Vehicles | 5 years | 97,991 | ||||||||
| 126,019 | 224,010 | |||||||||
| Less: Accumulated depreciation | (65,763 | ) | (88,725 | ) | ||||||
| Total | $ | 60,256 | $ | 135,285 | ||||||
Depreciation expense amounted to $8,117 and $19,501 for the three months and six months ended September 30, 2022 as compared to $10,525 and $21,050 for the same comparable periods of 2021.
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NOTE 5 – RELATED PARTY TRANSACTIONS
The Company’s Chief Executive Officer (“CEO”), from time to time, has provided advances to the Company for its working capital purposes. The CEO had advanced funds to the Company totaling $58,058 and $32,512 as of September 30, 2022 and March 31, 2022, respectively. 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 $ with a 10% annual increase in compensation effective October 1 of each year. On December 22, 2020, the Company issued shares of its common stock to its CEO, valued at $1,000 as an inducement (sign-on bonus) to enter into the employment agreement (Note 8). The Company has recorded compensation expense of $41,250 and $82,500 for the three months and six months ended September 30, 2022 as compared to $37,500 and $75,000 for the same comparable periods in 2021. Compensation payable to the CEO was $290,000 and $207,500 as of September 30, 2022 and March 31, 2022, respectively.
The Company has recorded a total payable to the CEO of $348,058 and $240,012 as of September 30, 2022 and March 31, 2022, respectively.
NOTE 6 – LOAN PAYABLE
On June 16, 2020, the Company entered into a financing arrangement to purchase a vehicle, and obtained a loan of $78,491, payable over a term of 72 months, interest bearing at 3.99%, with a monthly payment of principal and interest of $1,228. On July 15, 2022, the Company sold the vehicle to a third party and assigned the loan payments to the third party. The Company had a loan balance of $53,494 as of July 18, 2022 which was paid off by the purchaser of vehicle directly to the loan holder. The net book value of vehicle after accumulated depreciation of $42,463 at July 15, 2022 was $55,528. The Company recorded a loss on sale of vehicle of $2,034 on September 30, 2022.
September 30, 2022 | March 31, 2022 | |||||||
| Loan payable | $ | $ | 56,458 | |||||
| Less: Current portion | (12,699 | ) | ||||||
| Loan Payable - Non-current portion | $ | $ | 43,759 | |||||
The Company recorded interest expense on the loan of $525 and $1,083 for the three months and six months ended September 30, 2022 as compared to interest expense of $434 and $1,115 for the same comparable periods in 2021.
The Company uses its credit cards to make purchases in the normal course of business. The Company recorded $1,167 and $2,033 in interest charges payable to the credit card company for the three months and six months ended September 30, 2022. The Company recorded $0 and $43 in interest charges payable to the credit card company for the three months and six months ended September 30, 2021.
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NOTE 7 – COMMITMENTS AND CONTINGENCIES
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 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 lease expires on July 11, 2025.
Supplemental balance sheet information related to the lease is as follows as of September 30, 2022:
| Operating Lease | ||||
| Right-of-use asset, net | $ | 57,713 | ||
| Current lease liabilities | $ | 16,376 | ||
| Non-current lease liabilities | 33,814 | |||
| Total operating lease liabilities | $ | 50,190 | ||
| Weighted average remaining lease term (years) | 2.75 | |||
| Weighted average discount rate per annum | 12 | % | ||
As the lease do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease.
Anticipated future costs are as follows:
| For the years ending | Vehicle Lease | |||
| March 31, 2023 (remaining) | $ | 10,759 | ||
| March 31, 2024 | 21,518 | |||
| March 31, 2025 | 21,518 | |||
| March 31, 2026 | 5,379 | |||
| Total lease payments | 59,174 | |||
| Less: imputed interest | (8,984 | ) | ||
| Present value of lease liabilities | $ | 50,190 | ||
Office Leases
On August 27, 2020, the Company formally executed a month-to-month cancellable operating lease for leasing office space in an executive suite, commencing on September 1, 2020 for $259 per month. The Company paid a security deposit of $259 on September 7, 2020. The monthly rent increased to $279 effective January 1, 2021. The Company has recorded rent expense of $837 and $1,674 for the three months and six months ended September 30, 2022 and $837 and $1,674 for the same comparable periods of 2021.
On October 26, 2020, the Company executed a non-cancellable operating lease agreement for its principal office for a monthly rent of $5,500, with the lease commencing on November 1, 2020 for a period of 12 months. The Company paid a security deposit of $5,500 on October 28, 2020. On November 25, 2021, the Company executed a month-to-month lease for this office facility at a monthly rental of $6,500. The Company has recorded rent expense of $19,500 and $39,000 for the three months and six months ended September 30, 2022, as compared to $16,500 and $33,000 for the same comparable periods in 2021.
The Company has recorded total rent expense of $26,400 and $46,737 for the three months and six months ended June 30, 2022 as compared to $17,337 and $34,674 for the same comparable periods in 2021.
Legal Costs and Contingencies
In the normal course of business, the Company incurs costs to hire 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 September 30, 2022 and March 31, 2022, respectively.
NOTE 8 – STOCKHOLDERS’ EQUITY
The Company’s capitalization at September 30, 2022 and March 31, 2022 was authorized common shares with a par value of $ per share, and authorized preferred shares with a par value of $ per share.
On October 15, 2019 and June 30, 2020, the Company effectuated reverse stock splits (the “Reverse Splits”) of its issued and outstanding common stock. As a result of the Reverse Splits, each 100 shares of common stock issued and outstanding prior to the Reverse Splits were converted into one (1) common stock. All share and per share numbers in these financial statements have been revised retroactively to take into account this Reverse Split.
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Common Stock
On April 6, 2022, the Company entered into consulting agreements with two business advisors for providing business advisory and consulting services for a period of six months. The Company issued shares of common stock valued at $250,000 for such services. Due to lack of marketability and trading volume of shares, the Company agreed to offer a 50% discount on the last sale price of the common stock at $2 per share.
From April 20, 2022 to September 30, 2022, the Company sold shares of common stock to seven investors for a total consideration of $172,500. As a result, the total issued and outstanding shares of common stock were shares as of September 30, 2022 and shares of common stock at March 31, 2022, respectively.
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 of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our Common Stock and other series of Preferred Stock then outstanding.
Series A Preferred Stock
There are shares of Series A Preferred Stock designated and shares issued and outstanding as of September 30, 2022 and March 31, 2022, respectively.
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the Holders of junior capital stock, including Common Stock, an amount equal to $ per share [the “Liquidation Preference”. If upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the Holders of the Series A Preferred Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Company shall be distributed ratably among the holders of the Series A Preferred Stock and parity capital stock, if any. Neither the consolidation or merger of the Company nor the sale, lease or transfer by the Company of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Company for purposes of these Liquidation Rights.
Stock Splits, Dividends and Distributions
If the Company, at any time while any Series A Convertible Preferred Stock is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares. Or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Company, the conversion ratio, as defined, shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph €(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 or reclassification.
Conversion Rights
Each share of Series A Preferred Stock is convertible, at the option of the holder, into 1,000 shares of Common Stock.
Voting Rights
The 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 1,000 (one thousand) votes per share of Common Stock.
As a result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were shares as of September 30, 2022 and March 31, 2022, respectively.
NOTE 9 – SUBSEQUENT EVENTS
On October 7, 2022, the Company sold shares of common stock to an accredited investor for $200,000.
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Item 2. Management’s Discussion and Analysis or Plan of Operation
This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Overview
BlueOne Card Inc., a Nevada corporation (the “Company”), through our relationship with our program manager, EndlessOne Global, Inc., a Nevada corporation (the “Program Manager”), is a reseller of an all-in-one branded card with numerous user benefits. Through our relationship with our Program Manager, we are a FinTech company aiming to provide innovative pay out solutions and prepaid cards to consumers. Unlike other prepaid card distributors and companies, we specifically aim to target those who are unbanked, or non-bankable and who have needs crossing international borders.
According to the 2018 data from the Federal Reserve, there are an estimated 55 million adults currently residing in the U.S. who are unbanked or underbanked.2 This means that about 17% of the entire U.S. population has difficulties utilizing the standard banking system. This is our target group customers. Through our relationship with our Program Manager, we earn our revenues mostly through monthly fees charged to customers for the issued general purpose reloadable (“GPR”) prepaid card, reloading fee, ATM withdrawal fee, and card to card money transaction fee.
We are currently headquartered in Newport Beach, California.
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., which was 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 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.
Reseller Agreement with EndlessOne Global, Inc.
Effective August 15, 2020, we entered into the Authorized Reseller Agreement with the Program Manager (the “Reseller Agreement”) for a two-year term, 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’s term was extended on August 1, 2022 for a two-year period, and it expires on August 14, 2024. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts. The Reseller Agreement is renewable by mutual consent of each of the parties for one-year terms unless either party provides written notice to the other party at least 90 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 60 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.
2https://en.wikipedia.org/wiki/Unbanked#:~:text=The%20unbanked%20in%20the%20United%20States,-The%20unbanked%20are&text=The%20Federal%20Reserve%20estimated%20there,state%20Mississippi%2C%20at%2016.4%25
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Our Unique Platform
Through our relationship with our Program Manager, we provide a unique platform different from other competitors. Unlike many other institutions and companies who only do card to card transfer domestically, our General Purpose Reloadable (“GPR”) GPR BlueOne prepaid card can instantly transfer money from card to card across the border through our mobile application. Consumers who receive the card-to-card transfer can easily cash out the money at any Automated Teller Machines (“ATM”) in the world. Thus, using our platform, consumers can save time, as well as enjoy reasonable foreign exchange rate cost.
Our Principal Products and Services
Through our relationship with our Program Manager, we offer GPR prepaid cards that provide consumer benefits such as no overdraft fees, no interest fees, virtual bank accounts, and free direct deposit.
Some of the benefits of the Program Manager’s prepaid, branded cards are as follows:
| ● | The mobile application is functional now for iOS devices (Apple), android, and windows (Microsoft). | |
| ● | The Program Manager provides a Global Remittance Network (“GRN”) meaning that it will connect any proprietary accounts or card systems to other systems worldwide. | |
| ● | Free checking account and check books. | |
| ● | We intend to resell the Program Manager’s prepaid, branded cards to liquor stores throughout the U.S. and online at www.blueonecard.com as well. | |
| ● | The Program Manager’s prepaid, branded cards provides a Dynamic Card Verification Value (“CVV”) function. | |
| ● | The Program Manger’s prepaid, branded cards access are lock and unlocked with Sensor Assisted Flight Envelope (“SAFE”) technology. Consumers will also instantly be able to lock and unlock the cards via text Short Message Service (“SMS”). | |
| ● | The Program Manager provides a free checking account. | |
| ● | We believe checks will be able to be directly deposited via the Program Manager’s mobile application. |
Critical Accounting Policies
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to income taxes, fair value derivatives, and accrued liabilities. We base our estimates on historical experience, performance metrics and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ from these estimates under different assumptions or conditions. We apply the following critical accounting policies in the preparation of our financial statements:
Use of Estimates
Financial statements prepared in accordance with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management estimates include the estimated collectability of its accounts receivable, the valuation of long-lived assets, warranty reserves, the assumptions used to calculate derivative liabilities, assumptions used to value equity instruments issued for financing and compensation, and the valuation of deferred tax assets. Actual results could differ from those estimates.
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Recent Accounting Pronouncements
See Note 1 of Notes to the Financial Statements contained in this Form 10-Q for management’s discussion of recent accounting pronouncements.
Results of Operations for the Three Months and Six Months Ended September 30, 2022 Compared to the Three Months and Six Months Ended September 30, 2021 (Unaudited)
Revenues and Cost of Sales
We did not sell any prepaid cards to the customers during the three months and six months ended September 30, 2022 as compared to selling prepaid cards of $19,750 and $19,750 for the same comparable periods in 2021. Cost of sales were $0 for the three months and six months ended September 30, 2022 as compared to $12,328 and $12,328 for the same comparable periods in 2021.
Operating Expenses
Legal & Filing Fees
Legal and filing fees consisted of fees incurred by the Company in preparing and filing the regulatory reports with the Securities and Exchange Commission. The Company recorded legal and filing fees of $4,524 and $21,775 for the three months and six months ended September 30, 2022, compared to $3,131 and $8,458 for the same comparable periods in 2021, respectively. The increase in legal and filing fees for the three months and six months ended September 30, 2022 resulted primarily due to the Company incurring fees for applying for listing on the OTCQB platform and other expenses relating to the preparation of legal documents and filing fees in the ordinary course of business.
Rent
The Company recorded rent expense of $26,400 and $46,737 for the three months and six months ended September 30, 2022, compared to $17,337and $34,674 for the same comparable periods in 2021, respectively. The increase in rent expense for the three months and six months ended September 30, 2022 as compared to the comparable period in 2021, resulted due to the increase in monthly rent of the Company premises in 2022 and monthly rent towards leasing a vehicle in July 2022.
General & Administrative Expenses
General and administrative expenses (“G&A”) primarily included accounting, consulting and professional fees, officer’s compensation and payroll taxes, depreciation, dues and subscriptions, and other administrative expenses. For the three months and six months ended September 30, 2022, we incurred G&A of $109,996 and $475,327 as compared to $138,856 and $224,250 for the same comparable periods of 2021. The reduction in G&A for the three months ended September 30, 2022 was primarily due to the Company controlling and better managing the professional advisors and consultants, research and development fees and marketing fees, payroll and other administrative expenses to expand its infrastructure and operations. The increase in G&A expenses for the six months ended September 30, 2022 resulted primarily due to retaining the services of professional business advisors to provide strategic consulting services to up list the Company to OTCQX exchange.
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Other Income (Expense)
Other income and expenses include interest expense relating to the financing the purchase of Company vehicle and credit card interest. We reported interest expense of $1,167 and $2,591 for the three months and six months ended September 30, 2022, as compared to $434 and $1,158 for the same comparable periods of 2021. The increase in interest expense resulted due to the credit card interest charged by the bank due to Company making partial payments on its credit card balances.
Net Loss
We reported a net loss of $142,086 and $546,430 for the three months and six months ended September 30, 2022 as compared to a net loss of $152,336 and $261,118 for the same comparable periods in 2021. The increase in the net loss was primarily due to the increase in operating expenses incurred by us.
Liquidity and Capital Resources
Liquidity and Capital Resources for the six months ended September 30, 2022 compared to the six months ended September 30, 2021
September 30, 2022 | September 30, 2021 | |||||||
| Summary of Cash Flows: | ||||||||
| Net cash used in operating activities | $ | (190,807 | ) | $ | (188,656 | ) | ||
| Net cash provided by financing activities | 169,374 | 118,977 | ||||||
| Net (decrease) in cash | (21,433 | ) | (69,679 | ) | ||||
| Cash – Beginning of the period | 41,318 | 340,502 | ||||||
| Cash – End of the period | $ | 19,885 | $ | 270,823 | ||||
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Operating Activities
Cash used in operating activities of $190,807 for the six months ended September 30, 2022 was primarily as a result of net loss of $546,430, depreciation of $19,501, loss on sale of vehicle of $2,034, stock compensation expense of $250,000, and a net increase in operating assets and liabilities of $78,025 due to increase in prepaid deposits of $23,700, increase in right-of-use asset of $13,586, increase in accrued liabilities of $7,265, and increase in related party payable of $108,046. Cash used in operating activities of $188,656 for the six months ended September 30, 2021 resulted primarily due to net loss of $261,118, depreciation of $21,050, and increase in operating assets and liabilities of $51,412 due to increase in prepaid deposits of $4,864, decrease in accrued liabilities of $4,720, and increase in related party payable of $60,996.
Investing Activities
Net cash used in investing activities for the six months ended September 30, 2022 and 2021, was $0.
Financing Activities
Net cash provided by financing activities for the six months ended September 30, 2022 was $166,289 consisting of cash received from sale of common stock of $172,500, and loan payments of $3,126 for purchase of vehicle. Net cash provided by financing activities for the six months ended September 30, 2021 was $118,977 primarily due to cash proceeds from sale of stock of $124,000 and $5,023 for the loan payments for purchase of vehicle.
Future Capital Requirements
Our current available cash may not be sufficient to satisfy our liquidity requirements. Our capital requirements for the next twelve months will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts, and being a public company.
Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions, that would generate sufficient resources to ensure continuation of our operations.
The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.
Inflation
The amounts presented in our 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.
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Going Concern
The accompanying financial statements have been prepared on a going concern basis. For the six months ended September 30, 2022, we had incurred a net loss of $546,430, used net cash in operating activities of $190,807 and accumulated deficit of $1,686,243. These matters raise substantial doubt about our ability to continue as a going concern for a period of one year from the date of this filing. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Our management plans to provide for our capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.
While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our 2021 Annual Report filed with the SEC on June 29, 2022, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.
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. ASC 820 establishes 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.
Development Stage and Capital Resources
We have devoted substantially all of our efforts to business planning since our inception on July 6, 2007. Accordingly, we are considered to be in the development stage. We have not generated revenues from our operations on a commercial scale and we will not commence generating revenues until sometime during the fourth calendar quarter of 2022.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations which have not been adopted.
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Impact of COVID-19
During the three months ended June 30, 2022, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the three months ended June 30, 2022 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.
On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.
To the extent that COVID-19 continues or worsens, governments may impose additional restrictions or additional governments may impose restrictions. The result of COVID-19 and those restrictions could result in a number of adverse impacts to our business, including but not limited to additional disruption to the economy and consumers’ willingness and ability to spend, temporary or permanent closures by businesses that will consume our credit and debit cards, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable. As a result, it may be challenging to obtain and process credit and debit card transactions and supply chains to support our business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Also, governments may impose other laws, regulations or taxes which could adversely impact our business, financial condition or results of operations. Further, if our customers’ businesses or incomes are similarly affected, they might delay or reduce usage by our cardholders. The potential effects of COVID-19 also could impact us in a number of other ways including, but not limited to, reductions to our profitability, laws and regulations affecting our business, the availability of future borrowings, the cost of borrowings, and credit risks of our cardholders and counterparties. We have demonstrated adverse conditions that raise substantial doubt about our ability to continue as a going concern. The continuation of our company as a going concern, in conjunction with COVID-19 impact, is dependent upon the continued financial support from our shareholders, our ability to obtain necessary financing to continue our operations, and the attainment of profitable operations. Given the evolving health, economic, social, and governmental environments, the potential impact that COVID-19 could have on our business remains uncertain. If we are unable to obtain adequate capital, we could be forced to cease operations.
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Item 3. Quantitative and Qualitative Disclosures About Market Risks.
Not Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Currently, there is only one officer and one director, and as such is solely responsible for evaluating the Company’s disclosure controls and procedures. Based upon that evaluation, the principal executive officer (who also serves as the principal financial and accounting officer) believes that the Company’s disclosure controls and procedures are not effective as of September 30, 2022 due to the following material weaknesses. We lacked the ability to have adequate segregation of duties in the financial statement preparation process. Further the Company did not maintain adequate documentation for review and supporting matters impacting financial reporting in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
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 quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
Item 5. Other Information.
On August 1, 2022, we entered into Amendment No. 1 to the Reseller Agreement with EndlessOne Global, Inc. which extended the termination date of the Reseller Agreement to August 14, 2024.
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | Item | |
| 10.1* | Amendment No. 1 to the Reseller Agreement with EndlessOne Global, Inc. dated August 1, 2022 | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101 PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) |
| * | Filed with this Report |
| ** | Furnished with this Report |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BlueOne Card, Inc. | ||
| Date: | November 21, 2022 | /s/ James Koh |
| James Koh | ||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
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Exhibit 10.1
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Koh, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BlueOne Card, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. Management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 21, 2022
| /s/ James Koh | |
| James Koh | |
| Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Koh, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BlueOne Card, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. Management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 21, 2022
| /s/ James Koh | |
| James Koh | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BlueOne Card, Inc. (the “Registrant”) on Form 10-Q for the three-months ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof, I, James Koh, Chief Executive Officer and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
2. The information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of BlueOne Card, Inc.
| Dated: November 21, 2022 | /s/ James Koh |
| James Koh | |
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) | |
| BlueOne Card, Inc. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to BlueOne Card, Inc. and will be retained by BlueOne Card, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.