Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

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. is a publicly traded financial technology company undergoing a significant strategic transformation. Following our acquisition of Millennium EBS ("Millennium"), a sophisticated fintech platform provider, we have evolved from our foundational business in prepaid card program management to now a diversified, global provider of advanced payment infrastructure solutions for banks, financial institutions (FIs), and emerging fintech companies.

Our mission is to empower financial organizations worldwide to modernize their payment systems, accelerate innovation, and meet complex regulatory requirements with our agile, scalable, and compliant technology platforms. We operate at the intersection of regulatory compliance and payment innovation, positioning the Company to capitalize on major, non-discretionary shifts in the global financial landscape.

Strategic Transformation: The Millennium EBS Inc. Acquisition

The acquisition of Millennium EBS represents a pivotal event in the Company's history, fundamentally complementing our business model and growth trajectory. Millennium brings a proprietary, state-of-the-art technology platform and deep domain expertise in critical areas of financial technology. This acquisition has immediately expanded our total addressable market and shifted our primary focus toward the high-growth, business-to-business (B2B) in the traditional banking, payments and the fintech sector. Our strategy is now centered on leveraging the Millennium EBS platform to deliver a comprehensive suite of "Payment Hub" related services.

Our Core Offerings and Solutions

Our operations are now organized around two principal service lines:

1. Fintech and Payment Hub Solutions (via Millennium EBS) This is our primary engine for growth and innovation. The Millennium platform provides the infrastructure that enables Banks, financial institutions, processors and fintechs to manage, process, and optimize payment flows efficiently. Key solutions include:

	●	Payment Hub and Orchestration Platform: A centralized solution that allows banks and FIs to streamline all payment types (e.g., ACH, wire, card, real-time payments) through a single, integrated hub. This reduces operational complexity, lowers costs, and enhances flexibility.
	●	ISO20022 Migration and Compliance: The global financial industry is undergoing a mandatory transition to ISO 20022, a new, data-rich messaging standard. This transition presents a significant technological challenge for most banks. Millennium's platform is designed to act as an accelerator, helping institutions fast-track their ISO 20022 adoption, meet compliance deadlines, and unlock the value of enriched data which can be used within all platforms at financial institutions and other service providers.
	●	Remittance-as-a-Service (RaaS): We provide a turnkey platform for fintech companies and other businesses seeking to launch and operate cross-border remittance services, significantly lowering their barrier to entry and accelerating time-to-market.

2. Remittance Program via BlueOne Pay

BlueOne Card will now introduce BlueOne Pay, a platform which will enable a seamless, low-cost conversion of stablecoin USDT (Tether) into USD, delivering funds through bank transfers, prepaid cards, or cash pick up. After customers are verified under KYC in compliance with regulatory standards (one-time verification), they will be able to send USDT to a BlueOne Pay wallet address, where BlueOne will then convert the widely used USDT to USD using either our liquidity provider or exchange partner.

This is a cost-effective solution than traditional bank wires or SWIFT, considering many users and underserved groups receive crypto currency, but lack ways to convert it into USD. Moreover, BlueOne's remittance program via BlueOne Pay, is designed to comply with U.S. financial institutions and regulations, and also under the current Trump administration endorsing pro-innovation regulatory environment, stablecoins such as USDT are becoming increasingly accepted as payment and for remittance. The Trump administration has expressed support for U.S. dollar backed stablecoins, provided it is fully backed and regulated which will allow stablecoin remittance and fintech growth. BlueOne Card's remittance program is structured to meet these standards.

Market Opportunity and Growth Strategy

We are positioned to capitalize on powerful, long-term trends in the global financial services industry, including the mandatory transition to ISO 20022, the modernization of legacy banking systems, and the growth in digital remittances. Our growth strategy is focused on global expansion, targeting banks and financial institutions in North America, Europe, and Asia.

Regarding remittance, more than $150 billion outbound remittances are sent annually in the U.S., and over 500 million people are globally utilizing and own crypto assets including USDT. USDT is the most widely used stable coin, with a daily trading volume exceeding $70 billion.

The target demographic including the underbanked, freelancers, immigrants, and digital nomads prefer USDT compared to the timely and more costly SWIFT, and this will lead to global revenue generation with BlueOne Pay with FX cost and remittance fees.

Recent Developments and Key Partnerships

To execute our strategy, we have recently secured key commercial agreements that validate our technology and market approach:

	●	Abeam Consulting (Word's Best Management Consulting Firms 2024, Selection by U.S. Forbes Magazine): We have formed a strategic partnership with a global business consulting firm, Abeam Consulting, to leverage their extensive network of banking clients to promote and implement our ISO 20022 and Payment Hub solutions.
	●	Ongoing ISO 20022 Implementations: We have secured an engagement with a large commercial bank in Nepal to facilitate its transition to the ISO 20022 standard, serving as a critical reference case in the South Asian market. This deal also expected bring more banks as Millennium's customer. Other areas currently focused is Sri-Lanka, Middle East and Arica.
	●	Millennium EBS is in discussions to form a strategic partnership with a Fortune 500 company that serves over 600 financial institutions in more than 140 countries. The goal of this collaboration is to expand the global reach and implementation of our ISO 20022 compliant Payment Hub platform, enabling financial institutions to modernize their payment infrastructure, meet regulatory requirements, and streamline cross-border transactions.

Background

BlueOne Card, Inc. (formerly known as "Avenue South Ltd.," "TBSS International, Inc.," or "Manneking Inc.") was incorporated on July 6, 2007, under the laws of the State of Nevada. We started our business as a retailer and importer of domestic home furnishings from Hong Kong. On September 30, 2011, we changed our name to TBSS International, Inc. and got engaged in gold mining and drilling and general construction. On April 26, 2019, Corporate Compliance, LLC filed a re-application for custodianship pursuant to NRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we changed our name to "Manneking Inc.," and then to "BlueOne Card, Inc." on June 30, 2020.

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

Acquisition of Millenium EBS, Inc.

The acquisition includes ownership of the Millennium EBS Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance BlueOne Card's ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.

	●	Revenue Growth: The combined Company anticipates potential revenue growth in revenue over the next year, driven by the new integrated Payment Hub platform.
	●	Stock Transaction: Millennium EBS shareholders received approximately 17% equity ownership stake in BlueOne Card, while BlueOne will own a 60% stake in Millennium EBS.
	●	Synergies: The acquisition is expected to create substantial synergies by integrating Millennium EBS's advanced payment orchestration platform with BlueOne Card's established international platform, accelerating both domestic and global growth.
	●	Future Outlook: The Company aims to work towards meeting NASDAQ listing requirements by Q4 2026, subject to market conditions and other factors.

Significance of the Acquisition

The Millennium EBS Payment Hub has successfully enabled a major banking institution in Sri Lanka and Gayana to transition to ISO20022 standards and is now in use, showcasing its role as the ultimate solution for banks seeking scalability, compliance, and secure financial messaging. The platform integrates diverse payment systems into a cohesive framework, offering seamless multi-channel payment processing. This acquisition shifts BlueOne Card's 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.

Strategic Goals

	1.	Empowering Financial Institutions: By acquiring Millennium EBS, BlueOne Card is positioned to support small and medium-sized banks worldwide in modernizing their payment operations. The platform will streamline payment processing across channels such as Swift, RTGS, ACH, FedNow, and Fedwire, offering banks an efficient path to meeting ISO 20022 compliance requirements.
	2.	Expanding Remittance Services: The acquisition enables BlueOne Card to establish a robust remittance platform, allowing users to send money globally without needing a traditional bank account. This new service will generate revenue on each transaction, with convenient options for loading money at locations such as Walmart and 7-Eleven.
	3.	Driving Operational Efficiency: Full ownership of the Millennium EBS Payment Hub allows BlueOne Card to integrate and optimize payment processes, enhancing operational efficiency for banks. By offering this comprehensive solution, the Company aims to meet the evolving demands of the financial sector while capitalizing on new revenue streams.

Critical Accounting Policies and Estimates

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

Accounts Receivable

The Company recognizes an allowance for credit losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible.

The Company has adopted ASC 326, "Financial Instruments - Credit Losses". In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized in general and administrative expenses.

Internal-Use Software

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

The Company conducts a qualitative assessment of internal-use software impairment using the guidelines of ASC 350-40-35-1 Internal-Use Software. If impairment is indicated, then the Company conducts a quantitative impairment test under ASC 360 for long lived assets.

Business Combination

The Company accounts for business acquisitions using the acquisition method of accounting where the assets acquired and the liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company's consolidated financial statements as of the date of the acquisition. The Company evaluates acquisitions pursuant to ASC 805, "Business Combinations," to determine whether the acquisition should be classified as either an asset acquisition or a business combination.

Goodwill

Goodwill arising on a business combination represents the difference between the cost of acquisition and the Company's consolidated interest in the fair value of the identifiable assets and liabilities of a subsidiary as 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.

Stock-based Compensation

The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees ("ASC 505-50"). The Company has established that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under ASU 2018-07 which aligns the measurement date criteria for non-employees with ASC 718 for employees, the fair value of common stock issued for payments to non-employees is measured on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized ratably over the requisite service period.

Revenue Recognition

The Company's revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board - Accounting Standards Codification 606 "Revenue from Contracts with Customers" which has established a five-step process to govern contract revenue and satisfy each element is as follows:

(1) Identify the contract(s) with a customer.

(2) identify the performance obligations in the contract.

(3) determine the transaction price.

(4) allocate the transaction price to the performance obligations in the contract; and

(5) recognize revenue when or as you satisfy a performance obligation.

The Company records the revenue once all the above steps are completed.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The Company's parent recognizes revenues from card sales when the product is deemed delivered to the customer, and the ownership/control is transferred. The Company's parent will recognize revenue from card service fees and card transactions once the service or transaction is completed, respectively. The Company's parent will recognize implementation fees which are considered as distinct services and a separate performance obligation, at a point in time once the implementation services are completed or if the Company receives non-refundable fees and the contract is subsequently terminated.

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

Implementation revenues which are considered as distinct services and a separate performance obligation, are derived from implementing our majority-owned subsidiary's Millenium Payment Hub platform, as a SaaS for customers requiring and/or requesting customization and includes: (i) assessing the scope; and (ii) providing services associated with designing, building, deploying and modifying the Customer Instance (including all other Customer Solutions). Such customization may include implementation of additional connectors, integration with other card issuing platforms, implementation of compliance features, development of a mobile application for end users, and enablement of international remittance capabilities. This includes all activities related to configuring, installing, and ensuring that the system is fully operational. Implementation revenues are recognized at the point in time when the implementation is finished, and the customer is able to use the system. Costs of each implementation are accumulated and capitalized until such time the implementation project has been completed, at which time the related implementation revenue is recognized, and the costs of implementation are reclassified to cost of revenues.

Payments received from customers are recorded as deferred revenues until the revenue recognition criteria are met.

Recent Accounting Pronouncements

See Note 2 of Notes to the Consolidated Financial Statements contained in this Form 10-Q for management's discussion of recent accounting pronouncements.

Results of Operations for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024 (Unaudited)

Revenues and Cost of Revenues

We recorded $95,556 in revenues from the implementation of services, and subscription revenues of internal-use software under BlueOne Card and Millenium Payment Hub platform provided to the customers, for the three months ended June 30, 2025. We did not sell any prepaid debit or gift cards to the customers during the three months ended June 30, 2025 and 2024, 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, totalled $35,060 and $0 for the three months ended June 30, 2025 and 2024. Cost of revenues from the sale of prepaid debit/gift cards for the three months ended June 30, 2025 and 2024 were $0, respectively.

Operating Expenses

Operating expenses incurred by the Company included legal, accounting and professional fees, all costs associated with marketing, advertising and promotion, research and development, rent, payroll, travel, software amortization and other general and administrative expenses. We recorded operating expenses of $433,479 and $257,605 for the three months ended June 30, 2025 and 2024, respectively. The net increase in operating expenses of $175,874 was primarily due to combined expenses of BlueOne Card Inc. and Millenium EBS Inc. (acquired on December 13, 2024) for the three months ended June 30, 2025, compared to only BlueOne Card, Inc. expenses for the three months ended June 30, 2024. The increase in expenses resulted due to increase in consulting expenses, marketing expenses, professional fees relating to legal accounting & audit fees, software amortization, and other general and administrative expenses.

Other Income (Expense)

Interest expense related to financing the purchase of Company vehicle and credit card interest totalled $5,590 and $1,754 for the three months ended June 30, 2025 and 2024, respectively. Interest expense increased primarily as a result of credit card interest for the three months ended June 30, 2025 as compared to the same period in 2024.

Non-controlling interest

We recorded the non-controlling interest of the loss in our majority-owned subsidiary Millenium EBS (acquired on December 13, 2024) allocated to the non-controlling interest owners of the subsidiary of $69,483 for the three months ended June 30, 2025. We did not have any subsidiary for the same comparable period in 2024.

Net Loss

We reported a net loss of $343,513 and $259,359 for the three months ended June 30, 2025 and 2024, respectively. The increase in net loss was primarily due to the increase in operating expenses incurred with the acquisition of Millenium EBS, Inc.

Liquidity and Capital Resources

Liquidity and Capital Resources for the three months ended June 30, 2025 and 2024, respectively:

		June 30, 2025				June 30, 2024
Summary of Cash Flows:
Net cash used in operating activities		$	(50,016	)		$	(134,710	)
Net cash used in investing activities			(2,024	)			-
Net cash provided by financing activities			6,350				75,000
Net (decrease) in cash			(45,690	)			(59,710	)
Cash - Beginning of the period			46,018				75,063
Cash - End of the period		$	328			$	15,353

Operating Activities

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.

Cash used in operating activities of $134,710 for the three months June 30, 2024 was primarily a result of net loss of $259,359, depreciation and amortization of $32,802, non-cash rent expense of 862, and a net increase in operating assets and liabilities of $90,984 due to increase in accounts payable and accrued liabilities of $44,383, increase in compensation payable to officer of $49,913 and decrease in related party payables of $3,311.

Investing Activities

Net cash used in investing activities for the three months ended June 30, 2025, was $2,024, due to purchase of property and equipment. Net cash used in investing activities for the three months ended June 30, 2024, was $0.

Financing Activities

Net cash provided by financing activities for the three months ended June 30, 2025, was $6,350, consisting of cash received from sale of common stock of $6,350. Net cash provided by financing activities for the three months ended June 30, 2024 was $75,000 consisting of cash received from sale of common stock of $75,000.

Future Capital Requirements

Our current available cash may not be sufficient to satisfy our liquidity requirements. Our capital requirements for the next twelve months will depend on numerous factors, including management's evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts, and being a public company.

Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions that would generate sufficient resources to ensure continuation of our operations.

The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

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

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has not yet generated any significant revenues and has suffered operating losses since July 6, 2007 (Inception Date) to date. The Company recorded a net loss attributable to common stockholders of $274,030, net cash flows used in operating activities of $50,016 for the three months ended June 30, 2025, and has an accumulated deficit and working capital deficit of $5,197,025 and $1,906,788, as of June 30, 2025. These factors, among others, raise a substantial doubt regarding the Company's ability to continue as a going concern operation for a period of 12 months from the issuance date of these condensed consolidated financial statements. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitability. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Development Stage and Capital Resources

We have devoted substantially all of our efforts to business planning since our inception on July 6, 2007. Accordingly, we are considered to be in the development stage. We have not generated any significant revenues from our operations on a commercial scale, and we will not commence generating revenues on a commercial scale until sometime during the first calendar quarter of 2026.

Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of SEC's Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations which have not been adopted.