10-Q: BlueOne Card Q2: Revenue Growth Amidst Rising Losses & Going Concern Warning

Sentiment:

Quarterly Report 19 November 2025 1:19 PM

BlueOne Card, Inc. reports initial revenue growth from its Millennium EBS acquisition but faces increased operating losses, a significant cash deficit, and a 'going concern' warning.

Delay expectedThe $500,000 cash consideration for the Millennium EBS acquisition, originally due within 90 days of the December 13, 2024 closing (March 13, 2025), was mutually extended to December 31, 2025, with $430,000 remaining unpaid.The agreement with a new prepaid card vendor, entered into on February 27, 2024, has been paused, awaiting the vendor to engage a bank to service the company's prepaid debit cards and gift cards.

Capital raiseThe company explicitly states that its continuation as a going concern is dependent upon its ability to obtain necessary financing.Plans to finance operations include seeking equity and debt financing, alliances, or other partnership agreements.Subsequent to the reporting period, on October 14, 2025, the company sold 22,223 shares of common stock to an investor for $100,000 cash.During the six months ended September 30, 2025, the company sold 1,812 shares of common stock for $8,150 cash.

Worse than expectedNet loss attributable to common shareholders increased significantly for both the three-month ($364,007 vs $234,061) and six-month ($638,037 vs $493,420) periods compared to the prior year.Operating expenses more than doubled for both periods, indicating higher costs associated with the Millennium EBS acquisition and operations.Cash balance plummeted to a critically low $496, highlighting severe liquidity issues.The company explicitly states "substantial doubt regarding the Company's ability to continue as a going concern."Net cash provided by financing activities decreased significantly from $160,000 to $8,150, indicating reduced ability to raise capital in the current period.

Summary

Acquired 60% of Millennium EBS, Inc. (MEI) on December 13, 2024, for 2,100,000 shares of common stock (valued at $8.4 million) and $500,000 cash, positioning the company as a fintech payment hub provider.
Reported first revenues of $29,650 for the three months and $125,206 for the six months ended September 30, 2025, compared to $0 in the prior year periods, primarily from implementation, licensing, and subscription fees.
Net loss attributable to common shareholders increased to $364,007 for the three months and $638,037 for the six months ended September 30, 2025, up from $234,061 and $493,420 respectively in the prior year.
Operating expenses significantly increased to $467,482 for the three months and $900,961 for the six months ended September 30, 2025, due to the integration of Millennium EBS.
Cash balance at September 30, 2025, was critically low at $496, down from $46,018 at March 31, 2025.
Accumulated deficit reached $5,561,032 and working capital deficit was $2,231,728 as of September 30, 2025.
Management identified material weaknesses in internal control over financial reporting, including lack of segregation of duties and insufficient documentation.

Sentiment

Score: 3

Explanation: While the company has made a strategic acquisition and is generating initial revenues, the severe liquidity issues, increased losses, explicit 'going concern' warning, and material weaknesses in internal controls indicate a highly precarious financial position. The positive strategic developments are overshadowed by immediate financial instability.

Positives

Generated first revenues of $29,650 for the three months and $125,206 for the six months ended September 30, 2025, primarily from the Millennium EBS acquisition.
Strategic acquisition of Millennium EBS, Inc. positions the company as a global fintech payment hub and prepaid debit card provider.
Millennium EBS Payment Hub has successfully enabled major banking institutions in Sri Lanka and Guyana to transition to ISO20022 standards.
Formed a strategic partnership with Abeam Consulting to leverage their network for ISO 20022 and Payment Hub solutions.
Secured an engagement with a large commercial bank in Nepal for ISO 20022 transition, with potential for more banks in South Asia, Middle East, and Africa.
Developing BlueOne Pay for stablecoin (USDT) to USD conversion, targeting the underbanked and digital nomads, aligning with pro-innovation regulatory environments.
Net cash used in operating activities decreased to $51,648 for the six months ended September 30, 2025, from $223,088 in the prior year.

Negatives

Net loss attributable to common shareholders increased to $364,007 for the three months and $638,037 for the six months ended September 30, 2025.
Operating expenses significantly increased to $467,482 for the three months and $900,961 for the six months ended September 30, 2025, due to acquisition integration costs.
Cash balance is critically low at $496 as of September 30, 2025.
Accumulated deficit grew to $5,561,032 and working capital deficit was $2,231,728 as of September 30, 2025.
Net cash provided by financing activities decreased substantially to $8,150 for the six months ended September 30, 2025, from $160,000 in the prior year.
Compensation payable to officer increased to $890,765 and related party payables increased to $842,945 as of September 30, 2025.
The company has not yet generated significant revenues on a commercial scale and expects to commence commercial revenues in Q1 2026.

Risks

Substantial doubt about the company's ability to continue as a going concern for the next 12 months due to operating losses, accumulated deficit of $5,561,032, and working capital deficit of $2,231,728.
Dependence on continued financial support from shareholders and ability to obtain necessary financing to continue operations and attain profitability.
Risk of being forced to cease operations if adequate capital cannot be obtained.
Material weaknesses in internal control over financial reporting, including lack of segregation of duties, lack of internal control documentation, and insufficient monitoring controls over impairment evaluation of intangibles and long-lived assets.
Reliance on a single financial institution for cash, with balances potentially exceeding federally insured limits.
Agreement with a new prepaid card vendor is paused, awaiting the vendor to engage a bank, which could delay the resumption of prepaid debit card and gift card services.
Future capital requirements are substantial, and additional equity or debt financing may result in dilution or restrictive covenants.

Future Outlook

The company aims to work towards meeting NASDAQ listing requirements by Q4 2026, subject to market conditions. It expects to commence generating revenues on a commercial scale during the first calendar quarter of 2026. The strategic focus is on global expansion for its Payment Hub solutions and the launch of BlueOne Pay for stablecoin remittances, capitalizing on the mandatory ISO 20022 transition and modernization of banking systems.

Management Comments

"This acquisition positions the Company to emerge as a prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabilities globally in the fintech sector."
"This strategic move will enhance the Company's ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide."
"Our strategy is now centered on leveraging the Millennium EBS platform to deliver a comprehensive suite of Payment Hub related services."
"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."
"The Company aims to work towards meeting NASDAQ listing requirements by Q4 2026, subject to market conditions and other factors."
"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."

Industry Context

The company's strategic shift towards a B2B fintech model, driven by the Millennium EBS acquisition, aligns with major industry trends including the global mandatory transition to ISO 20022 messaging standards, the ongoing modernization of legacy banking systems, and the rapid growth in digital remittances, particularly leveraging stablecoins like USDT. Its focus on providing payment orchestration and compliance solutions positions it within a high-demand segment of the financial technology market, addressing critical infrastructure needs for financial institutions worldwide. The BlueOne Pay initiative taps into the growing market for crypto-to-fiat remittances, targeting underserved populations and capitalizing on evolving regulatory acceptance of stablecoins.

Comparison to Industry Standards

The Millennium EBS Payment Hub has successfully enabled a major banking institution in Sri Lanka and Gayana to transition to ISO20022 standards, showcasing its capability in a critical global compliance initiative.
The company is in discussions to form a strategic partnership with a Fortune 500 company that serves over 600 financial institutions in more than 140 countries, indicating potential for significant market penetration and validation against industry leaders.
The engagement with a large commercial bank in Nepal for ISO 20022 transition serves as a critical reference case in the South Asian market, demonstrating regional competitive success.
BlueOne Pay aims to offer a more cost-effective solution for stablecoin-to-USD conversion compared to traditional bank wires or SWIFT, positioning it against established remittance services.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	NA	Sole stockholder of Millennium EBS Inc.	2024-12-13	Appointed upon consummation of the acquisition of Millennium EBS Inc.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Weaknesses	Management concluded that disclosure controls and procedures are not effective due to material weaknesses in internal control over financial reporting, including lack of segregation of duties, lack of internal control documentation, and insufficient monitoring controls over impairment evaluation of intangibles and long-lived assets.	2025-09-30	These weaknesses are reasonably likely to adversely affect the company's ability to record, process, summarize, and report financial information, posing significant operational and compliance risks.

Related Party Transactions

Payable to Chief Executive Officer (CEO) for advances: $31,072 as of September 30, 2025. These funds are unsecured, non-interest bearing, and due on demand.
Compensation payable to CEO: $890,765 as of September 30, 2025, under an employment agreement for an annual compensation of $150,000 with a 10% annual increase.
Payable to the sole stockholder of Millennium EBS Inc. (who is also a Director): $602,802 as of September 30, 2025, which includes $430,000 of the acquisition payable and $172,802 in consulting fees.
Payable to Millenium Consultants, Inc. (an entity owned by the sole selling stockholder of MEI and director): $209,071 as of September 30, 2025.

Stakeholder Impact

Shareholders: Face significant dilution risk from potential future capital raises and the risk of substantial loss of investment due to the "going concern" warning and accumulated deficit. The increase in net loss and low cash balance directly impacts shareholder value.
Employees: The CEO has a substantial compensation payable ($890,765), indicating a significant financial commitment to key management despite the company's precarious financial state.
Creditors/Suppliers: Related party payables and accounts payable are increasing, indicating potential payment delays or risks for those extending credit or services to the company. The extension of the acquisition payable highlights this.
Customers: The pause in the prepaid card vendor agreement could impact future service delivery for prepaid debit and gift cards. However, the new Payment Hub solutions aim to empower financial institutions, potentially benefiting their customers.
Regulatory Authorities: The identified material weaknesses in internal controls and the "going concern" issue will likely draw scrutiny from regulatory bodies like the SEC.

Next Steps

Obtain necessary financing to continue operations and attain profitability.
Resume agreement with the new prepaid card vendor once a bank is engaged to service prepaid debit cards and gift cards.
Commence generating revenues on a commercial scale during the first calendar quarter of 2026.
Work towards meeting NASDAQ listing requirements by Q4 2026.
Continue global expansion, targeting banks and financial institutions in North America, Europe, and Asia for Payment Hub solutions.
Launch and operate cross-border remittance services via BlueOne Pay.
Form a strategic partnership with a Fortune 500 company to expand global reach of the ISO 20022 compliant Payment Hub platform.

Key Dates

Date	Description
2007-07-06	BlueOne Card, Inc. incorporated in Nevada (Inception Date).
2019-10-15	Company changed name to Manneking Inc. and executed a 1 for 100 reverse stock-split.
2020-06-30	Company changed name to BlueOne Card, Inc. and executed a 1 for 100 reverse stock-split.
2020-07-23	FINRA corporate action announced on Daily List for trading symbol change to BCRD.
2020-08-27	Executed month-to-month cancellable operating lease for office space in an executive suite.
2020-09-01	Commencement of month-to-month office lease.
2020-09-07	Paid security deposit of $259 for month-to-month office lease.
2020-10-26	Executed non-cancellable operating lease agreement for principal office.
2020-10-28	Paid security deposit of $5,500 for principal office lease.
2020-11-01	Commencement of principal office lease.
2020-12-01	Entered into employment agreement with CEO for a three-year term.
2021-01-01	Monthly rent for executive suite office increased to $279.
2021-11-25	Executed month-to-month lease for principal office facility at $6,500 monthly rental.
2022-03-11	Board of Directors adopted the 2022 Stock Incentive Plan.
2022-10-01	Monthly rent for executive suite office increased to $289.
2023-04-13	Executed non-cancellable office space lease (J Plaza) for a three-year and two-month term.
2023-12-18	Terminated relationship with previous prepaid card vendor.
2024-02-27	Entered into agreement with a new prepaid card vendor.
2024-03-31	Received $60,000 in stock subscriptions from six investors.
2024-04-08	Issued 15,000 shares of common stock to six investors to settle $60,000 in stock subscriptions.
2024-09-30	End of prior year's Q2 reporting period.
2024-10-25	Entered into Stock Exchange and Acquisition Agreement with Millennium EBS, Inc. and Shinto Matthew.
2024-12-13	Acquisition of Millennium EBS, Inc. closed; Articles of Exchange filed.
2025-01-31	Paid $70,000 of the cash consideration for MEI acquisition.
2025-03-01	Mutually agreed to extend payment of remaining MEI acquisition cash consideration to December 31, 2025.
2025-03-13	Original due date for $500,000 acquisition payable (90 days from closing).
2025-03-31	End of prior fiscal year.
2025-05-17	Executed non-cancellable operating lease for a vehicle (3-year term).
2025-09-30	End of current Q2 reporting period.
2025-10-14	Sold 22,223 shares of common stock for $100,000 cash (subsequent event).
2025-11-19	Date of filing of this 10-Q report.
2025-12-31	Extended due date for remaining $430,000 cash consideration for MEI acquisition.
2026-03-31	Expected recognition of deferred revenue.
2026-Q1	Expected commencement of commercial scale revenues.
2026-Q4	Aims to work towards meeting NASDAQ listing requirements.
2028-05-16	Vehicle lease expires.

Recommendation

strong sell

The company faces severe financial distress, evidenced by a critically low cash balance of $496, a substantial accumulated deficit of over $5.5 million, and an explicit 'going concern' warning. While the acquisition of Millennium EBS and the introduction of new fintech solutions represent strategic positives, they are currently overshadowed by increasing operating losses, significant related-party payables, and material weaknesses in internal controls. The company's ability to secure future financing is uncertain, and failure to do so could lead to cessation of operations. Given the high risk of insolvency, significant dilution from future capital raises, and fundamental operational control issues, a strong sell recommendation is warranted for investors to mitigate potential further losses.

Keywords

Fintech, Payment Hub, ISO 20022, Remittance, Stablecoin, USDT, BlueOne Card, Millennium EBS, SEC Filing, Quarterly Report, Financial Technology, Payment Orchestration, Prepaid Cards, Global Payments, Digital Remittances, Corporate Governance, Going Concern

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.