TBSS INTERNATIONAL, INC. (FORMERLY AVENUE SOUTH LTD.)

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

In addition to historical information, thisThis Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward looking statements“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-lookingAll statements other than statements of historical fact are subject“forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.  We cannot give any guarantee thatprojections of earnings, revenue or other financial items; any statements of the plans, intentionsstrategies and objectives of management for future operations; any statements concerning proposed new products or expectations described in the forward lookingdevelopments; any statements will be achieved.  All forward-lookingregarding future economic conditions or performance; any statements involve significant risksof belief; and uncertainties, and actual results may differ materially from those discussed in the forward-lookingany statements as a result of various factors, including those factors described in the “Risk Factors” section of our annual report on Form 10K that was filed with the Securities & Exchange Commission on June 14, 2011. Readers should carefully review such risk factors as well as factors described in other documents that we file from time to time with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as “guidance,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. You should be aware that the occurrence ofassumptions underlying any of the events described in our risk factors and other disclosures could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline.foregoing. Although we believe that the expectations reflected in theany of our forward-looking statements are reasonable, we cannot guarantee future results, growth rates, and levels of activity, performance or achievements. Factors that may cause actual results our performance or achievements, or industry results, tocould differ materially from those contemplated by suchprojected 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 without limitation:

·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 abilityestimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to obtain sufficient working capitaldisclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to support our business plans;

·our ability to expand our product offerings;

Readers are cautionedupdate any forward-looking statement. We caution readers not to place undue reliance on ourany such forward-looking statements, which reflect management’s opinions only asstatements. Should one or more of the date thereof.  We undertake no obligation to revisethese risks or publicly release the results of any revision of our forward-looking statements, except as required by law. uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.

PART I.

Item 1. Financial StatementsStatements.

BLUEONE CARD, INC.

UNAUDITED CONDENSED BALANCE SHEETS

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

BLUEONE CARD, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

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

BLUEONE CARD, INC.

UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended June 30, 2021

TBSS INTERNATIONAL, INC.

(Formerly

Three Months Ended June 30, 2020

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

BLUEONE CARD, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

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

BLUEONE CARD, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 June 30, 2021 and for the three months ended June 30, 2021 and 2020 should be read in conjunction with the financial statements for the year ended March 31, 2021 and 2020, 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.

(A Development Stage Company)

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.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2011

(UNAUDITED) AND MARCH 31, 2011Risk 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

See

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. 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 to unaudited consolidatedare the representations of the Company’s management, who is responsible for their integrity and objectivity. These interim condensed financial statements,

TBSS INTERNATIONAL, INC.

(Formerly Avenue South Ltd.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010, AND FOR THE PERIOD SINCE INCEPTION JULY 6, 2007TO DECEMBER 31, 2011

See accompanying notes to unaudited consolidated 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 June 30, 2021 and 2020; however, certain information and footnote disclosures normally included in our audited annual financial statements,

4

TBSS INTERNATIONAL, INC.

(Formerly Avenue South, Ltd)

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

(UNAUDITED) FOR THE PERIOD SINCE INCEPTION JULY 6, 2007 TO DECEMBER 31, 2011

See accompanying notes to unaudited consolidated 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. 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.

TBSS INTERNATIONAL, INC. (FORMERLY AVENUE SOUTH LTD.)Going Concern

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010 AND FOR THE PERIOD SINCE INCEPTION JULY 6, 2007 TO DECEMBER 31, 2011

See accompanying notes to unaudited consolidated financial statements

TBSS INTERNATIONAL, INC.

(Formerly Avenue South Ltd.)

(A Development Stage Company)

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the TBSS International, Inc. (Formerly Avenue South Ltd.) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended March 31, 2011.

In the opinion of the management of the Company all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month period have been made. Results for the interim periods presented are not necessarily indicative of the resultsdemonstrates adverse conditions that might be expected for the entire fiscal year.  When used in these notes, the terms "Company", "we", "us" or "our" mean TBSS International, Inc. (Formerly Avenue South Ltd. and its subsidiary) included in these consolidated financial statements.

2. ORGANIZATION AND NATURE OF BUSINESS

On July 6, 2007, our then principal stockholder acquired 100% of the equity of Avenue South, Inc., a North Carolina corporation. On July 6, 2007, Avenue South Ltd., a Nevada corporation was formed by our then principal stockholder and our then principal stockholder entered into a share exchange agreement, pursuant to which all the common stock held by our principal stockholder in Avenue South, Inc. was acquired by Avenue South Ltd. by issuing 2 million common shares to our then principal stockholder. On September 27, 2011, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State. The Articles had the effect of changingraise substantial doubt about the Company’s name from Avenue South Ltd. to TBSS International, Inc. An 8-K was filed on October 14, 2011.On October 12, 2011 the Board of Directors decided to exit the web-based retail business of selling home décor and will focus its efforts as an international service company to assist companies that have begun gold mining, drilling, as well as work on water well drilling, trenching and construction (including lighting for theenergy-efficient neon lighting market)

Going Concern

The Company’s success will depend on its ability to pursue clients and sign lucrative contracts and perform under those contracts. There can be no assurance that the Company will secure these contracts.The Company does not currently have sufficient cash and financing commitments to meet its funding requirements over the next year. The Company may expect to seek to obtain additional funding through debt or equity transactions. There can be no assurancecontinue as to the availability or terms upon which such financing and capital might be available.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the TBSS International, Inc. (Formerly Avenue South Ltd.) and its wholly-owned subsidiary Avenue South, Inc., after elimination of all material intercompany accounts, transactions, and profits.

A summary of significant accounting policies of TBSS International, Inc. (Formerly Avenue South Ltd.) (A Development Stage Company) (the “Company” or “Successor”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements.a going concern. The Company has not realizedyet generated any significant revenuesrevenue 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 planned principal business purposeshareholders, 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 $108,782 for the three months ended June 30, 2021, used net cash flows in operating activities of $72,730, and has an accumulated deficit of $717,768 as of June 30, 2021. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is consideredunable to obtain adequate capital, it could be inforced 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 development stage in accordance with ASC 915.going concern.

TBSS International Inc.

(Formerly Avenue South Ltd.)

(A Development Stage Company)

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

3. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

InventoryUse of Estimates

Inventories consist of dock pilings and strip lights for the energy-efficient neon lighting market.  Cost is stated at the lower of cost or market on a first-in, first-out (FIFO) basis.  The Company has not recorded an allowance for slow-moving or obsolete inventory.  Inventory was $3,192,730 at December 31, 2011 and $0 at March 31, 2011.

Income Taxes

The Company uses the liability approach to financial accounting and reporting for income taxes.  The differences between the financial statement and tax basis of assets and liabilities are determined annually.  Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income.  Valuation allowances are established, if necessary, to reduce deferred tax asset accounts to the amounts that will more likely than not be realized.  Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax asset and liability accounts.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, which specifies that revenue is realized or realizable and earned when four criteria are met:

lPersuasive evidence of an arrangement exists;

lDelivery has occurred or services have been rendered;

lThe seller’s price to the buyer is fixed or determinable; and

lCollectability of payment is reasonably assured.

The Company recognizes revenue under multiple deliverable arrangements from installation and other services as the services are performed.

The Company did not provide for an allowance for return products since the Company has not experienced any sales returns.

Basic Income/Loss Per Common Share

The computation of income / loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC 260. At December 31, 2011 and March 31, 2011, the Company did not have any stock equivalents.

Intangible Assets

Patents are amortized over their remaining life and theLighting system observable by humans but not turtles to protect turtle nesting environment or US patent #6471369 was filed in May 2001 and will therefore expire in May 2021. Thus, the patent is being amortized over 113 months, on a straight line basis. The Company performs an impairment evaluation whenever events or changes in business circumstances indicate that the carrying value of the intangible assets may not be recoverable.

TBSS International, Inc.

(Formerly Avenue South Ltd.)

(A Development Stage Company)

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Estimates

The preparation of condensed financial statements in conformity with generally accepted accounting principlesGAAP 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. ActualThe 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 couldof 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 thosethe Company’s estimates.

Foreign Currency Transactions

For To the three months ended December 31, 2011 and 2010,extent there are no gainmaterial differences between the estimates and loss on foreign currency transaction as all transactions are denominated in US dollars.the actual results, future results of operations will be affected.

Cash and cash equivalentsCash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investmentshighly liquid instruments with original maturitiesmaturity of three months or less when purchased,at the time of issuance to be cash equivalents. The Company did 0t have any cash equivalents as of June 30, 2021 and March 31, 2021, respectively.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from five to seven 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.

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 equivalents.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. NaN impairment loss was recorded during the three months ended June 30, 2021 and 2020, respectively.

Earnings (Loss) Per Common Share

4. RECENT CHANGES IN ACCOUNTING STANDARDS

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 or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2021 and March 31, 2021, there were no convertible notes, options or warrants available for conversion that if exercised, may dilute future earnings per share.

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 records a right-of-use asset and a corresponding lease liability based on the present value of the minimum lease payments. The lease term used in the calculation of right-of-use assets and lease liabilities include renewal and termination options that are reasonably certain to be exercised. Leases with an initial term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term. Our leases do not provide an implicit borrowing rate, and we estimate the Company’s incremental borrowing rate to discount the lease payments based on information available at lease commencement.

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.

Stock-based Compensation

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

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 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 thatthe adoption of recently issued accounting pronouncements willASU 2019-12 to have a material impact on its financial position, results of operations or cash flows.statements.

NOTE 3 – PREPAID DEPOSITS

5. INTANGIBLE ASSETS

Intangible assets consistPrepaid deposits consisted of the followingfollowing:

SCHEDULE OF PREPAID DEPOSITS

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, stated at December 31, 2011cost, consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

Depreciation expense amounted to $10,525 and $7,259 for three months ended June 30, 2021 and 2020, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company’s Chief Executive Officer (“CEO”), from time to time, provided advances to the Company for its working capital purposes. The CEO had advanced funds to the company totaling $45,793 and $50,211 as of June 30, 2021 and March 31, 2011.

On December 16, 2011 the President and CEO of the Company entered into an agreement on behalf of the Company, with a third party, to purchase a patent valued at $807,270.2021, respectively. The President and CEO then assigned the patent to the Company. The patent, originally filed in May 2001, has nine years and three months left before expiring. Amortization expense for the three and nine months ending December 31, 2011 was $7,144 and $0 for the three and nine months ending December 31, 2010.

6. DUE TO RELATED PARTIES

On November 16, 2011 the President and CEO loaned the Company $100,000. On December 13, 2011 the President and CEO paid $3,900,000 directly to Velella International Lighting, Inc.on behalf of the Company for a total of $4,000,000. This loan has an interest rate of 3% and is has no specific due date. $6,090 of interest was recorded in the three month period ending December 31, 2011.

TBSS International, Inc

(Formerly Avenue South Ltd)

(A Development Stage Company)

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

As of March 31, 2011, the amount due to related parties of $72,210 included $72,210 due to the former President, Principal Accounting Officer, Secretary and Director. The amounts duefunds advanced are unsecured, non-interest bearing, and due on demand. Amount has been repaid as of

On December 31, 2011.

7. INCOME TAXES

The Company adopted the provisions of ASC 740, at inception. As a result of the implementation of ASC 740,1, 2020, the Company recognized no increase in the liabilityentered into an employment agreement with its CEO for unrecognized tax benefits. The Company has no uncertain tax positions at December 31, 2011 and 2010a three-year term, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timingan annual compensation of such deductibility

At December 31, 2011, the Company had accumulated deficit during the development stage of $258,814 to offset future taxable income. The Company has established a valuation allowance equal to the full amount of this deferred tax asset due to the uncertainty of the utilization of the operating losses in future periods.

8. STOCKHOLDER’S’ EQUITY (DEFICIT)

The Company’s Articles of Incorporation authorize 500,000,000 shares of $0.001 par value common stock.$150,000. On December 17, 2008,22, 2020, the Company issued 13,050,000 shares of its Common Stock to the Company’s sole stockholder for total proceeds of $9,000.

On March 28, 2010 the Company had received stock subscriptions to issue 50,750,0001,000,000 shares of its common stock to 28 non-US investorsits CEO, valued at $0.001 per share.$1,000 as an inducement (sign-on bonus) to enter into the employment agreement (Note 8). The Company completedhas recorded compensation expense of $37,500 and $0 for the private placement offering for gross proceedsthree months ended June 30, 2021 and 2020, respectively. Compensation payable to the CEO was $87,500 and $50,000 as of $35,000 to non-US persons in reliance of Regulation S promulgated under the Securities Act of 1933 in June 2010. The total amount of common stock subscribed at30, 2021 and March 31, 2010 was $35,000.2021, respectively.

The Company has recorded a total payable to the CEO of $133,293 and $100,211 as of June 30, 2021 and March 31, 2021, respectively.

NOTE 6 – LOAN PAYABLE

On June 16, 20102020, the Company collected all stock subscriptions receivable totaling $35,000entered into a financing arrangement to purchase a vehicle, and issued the 50,750,000 shares that were subscribedobtained 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.

SCHEDULE OF LOAN PAYABLE

The amount of loan payments due in the offering.next five years ended March 31, are as follows:

SCHEDULE OF MATURITIES OF LOAN PAYMENTS

EffectiveThe Company recorded interest expense on the closeloan of $681 and $257 for the three months ended June 30, 2021 and 2020, respectively.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Office Lease

On October 30, 2019, the Company executed a non-cancellable operating lease for its principal office with the lease commencing November 1, 2019 for a period of 6 months and maturing on April 30, 2020. The Company paid a security deposit of $8,700 at the inception of the lease. The monthly rent of the lease was $8,700. The Company has recorded rent expense of $0 and $8,700 for this non-cancellable lease for its principal office for the three months ended June 30, 2021 and 2020, respectively.

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 $0 for the three months ended June 30, 2021 and 2020, respectively.

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 $55,000 on October 28, 2020. The Company has recorded rent expense of $16,500 and $0 for the three months ended June 30, 2021 and 2020, respectively.

The Company has recorded total rent expense of $17,337 and $8,700 for the three months ended June 30, 2021 and 2020, respectively.

SUMMARY OF RENT COMMITMENT

Rent commitment of the Company for the year ended:

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 September 2, 2011, we effectedregulatory, litigation and other matters. The Company expenses these costs as the related services are received.

If a 29:1 forwardloss 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 June 30, 2021 and March 31, 2021, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company’s capitalization at June 30, 2021 and March 31, 2021 was 500,000,000 authorized common shares with a par value of $0.001 per share, and 25,000,000 authorized preferred shares with a par value of $0.001 per share.

On October 15, 2019 and June 30, 2020, the Company effectuated reverse stock split in the formsplits (the “Reverse Splits”) of which shareholders of record at the close of business on September 2, 2011 receive an additional 29 shares of our common stock for each share of common stock held by them. All references in this report to ourits issued and outstanding common stock. As a result of the Reverse Splits, each 100 shares of common stock give retroactive effectissued and outstanding prior to the forward stock splitReverse Splits were converted into one (1) common stock. All share and as such has resulted in negative Additional Paid in Capital. Additional Paid in Capital has been reduced to zero with the effect recorded in Deficit Accumulated During the Development Stage

On October 13, 2011 the Company issued 100,000,000 shares valued at par, or $.001 per share with a value of $100,000. Of the 100,000,000 shares issued, 40,000,000 were issuednumbers in these financial statements have been revised retroactively to the President and CEO. On November 18, 2011 the Company issued $14,000,000 shares for services at par, or $.001 per share, with a value of $14,000. On December 19, 2011 the Company issued 250,000 shares at par, or $.001 per share, with a value of $250. The total value of the shares issued was 114,250,000 for services with a value of $114,250.take into account this Reverse Split.

On October 13, 2011 the Company cancelled 71,050,000 shares (by the Company’s former President, Secretary, Principal Accounting Officer & Director). The shares were valued at par, or $.001 per share, with a total value of $71,050 being credited to Paid-in-Capital.

TBSS International, Inc

(Formerly Avenue South Ltd)

(A Development Stage Company)

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

9. SUBSEQUENT EVENTS

On January 12, 2012 the President and CEO loaned the Company $3,186,000. The loan has interest of 3% and has no specific due date. The total principal loaned by the President and CEO to the Company through the date of this report is $7,186,000.

Common Stock

The Company did not issue or sell any common stock during the three months ended June 30, 2021. As a result, the total issued and outstanding shares of common stock were 9,890,075shares as of June 30, 2021 and March 31, 2021, 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 1,000,000 shares of Series A Preferred Stock designated and 292,000 shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.001 per share [the “Liquidation Preference”]. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Series A Preferred Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed rateably among the Holders of the Series A Preferred Stock and parity capital stock, if any. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes of these Liquidation Rights.

Stock Splits, Dividends and Distributions

If the Corporation, 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 Corporation, 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 Corporation 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 (e)(iii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination 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 Corporation’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 292,000 and 292,000 shares as of June 30, 2021 and March 31, 2021, respectively.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of this Report, the date the financial statements were available to be issued, noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosure.

On August 2, 2021, the Company sold its first set of 2,500 debit cards to a customer plus charged a one-time set up fee of $3,500, for a total cash consideration of $19,500 and recorded its first revenues since the commencement of its business plan.

From July 1, 2021 to August 4, 2021, the Company sold through a private placement, 58,000 shares of its common stock to 27 investors for a total cash consideration of $116,000.

Item 2. Management’s Discussion and Analysis or Plan of Financial ConditionsOperation

This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of Operations.

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 relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements for the three months ended December 31, 2011 and 2010 and should be read in conjunctiontogether with suchthe unaudited condensed financial statements and relatedaccompanying notes includedand the other financial information appearing elsewhere in this report. Those statementsThe 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 payout 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 following discussion thatU.S. who are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the “Cautionary Note on Forward Looking Statements” set forth elsewhere in this Report.

Overview

We are a visionary development firm with a management team representing over 50 years of collective experience in winning competitive contracts on the strength of incorporating proprietary technologies from a network of venture partners. On October 12, 2011 the Board of Directors decided to exit the web-based retail business of selling home décor and now are focusing its efforts as an international service company to assist companies that have begun gold mining, drilling, as well as work on water well drilling, trenching and construction. The Company will first concentrate its efforts in the following industries:

Construction (including lighting for theenergy-efficient neon lighting market)

Oil Drilling

Gold Mining

Water Well Drilling

Sonic and Horizontal Drilling

The management team has experience and expertise working with a number of Fortune 500 companies requiring an emphasis on environmentally sound practices, in addition to smaller companies operating domestically and internationally.

Principal Factors Affecting our Financial Performance

Our operating results are primarily affected by the following factors:

• Our auditors have issued a going concern opinion.unbanked or underbanked.² This means that thereabout 17% of the entire U.S. population has difficulties utilizing the standard banking system. This is substantial doubt thatour target group customers. Through our relationship with our Program Manager, we can continue as an ongoing businessearn our revenues mostly through monthly fees charged to customers for the next 12 months.
• Our abilityissued general purpose reloadable (“GPR”) prepaid card, reloading fee, ATM withdrawal fee, and card to achieve and maintain profitability and positive cash flow is dependent upon:
• our ability to sign lucrative contracts and perform under those contracts;
• our ability to expand our intellectual property portfolio and take advantage of new technologies presented to us;
• our ability to maintain sizeable credit lines and buying power from our suppliers, which gives us an edge over the competition;
• our ability to identify and pursue mediums through which we will be able to market our services;
• our ability to manage our costs and maintain low overhead.
• Based upon current plans, we expect to incur operating lossescard money transaction fee.

  We are currently headquartered in future periods because we will continue to be in the development stage and will be incurring expenses and not generating significant revenues.

Newport Beach, California.

Results from Continuing Operations for the three months ended December 31, 2011 and December 31, 2010 (successor).

RevenuesBackground

Revenues for the three months ended December 31, 2011 were $350,000, all from one Trenching customer, compared to $0 for the three months ended December 31, 2010.

Cost of Sales

Cost of sales for the three months ended December 31, 2011BlueOne Card, Inc. (formerly known as “Avenue South Ltd.,” “TBSS International, Inc.,” or “Manneking Inc.”) was $327,777 compared to $0 for the three months ended December 31, 2010. The cost of sales was all related to the single Trenching customer referenced above.

Gross Profit

Gross profit for the three months ended December 31, 2011 was $22,223 compared to $0 for the three months ended December 31, 2010. Gross margin of 6.3% is lower than targeted (13%-20%) as this was our first project and we are aggressively bidding on jobs to establish revenue streams.

Expenses

Expenses for the three months ended December 31, 2011, exclusive of amortization, was $127,409 compared to $9,285 for the three months ended December 31, 2010. The increase of $101,991 is related to additional expenses related to the new business direction. $114,250 is related to the stock issued for services and the remainder is related to travel and general administrative expenses.

Discontinued Operations

The net income related to discontinued operations for the three month period ended December 31, 2011 and 2010 was income of $0 and $5,800, respectively.

Net Loss

Net loss for the three months ended December 31, 2011 was $118,420 compared to a loss of $3,485. The increase is related to the items discussed above as well as the profit from discontinued operations in 2010 of $5,800.

Results from Continuing Operations for the nine months ended December 31, 2011 and December 31, 2010 (successor).

Revenues

Revenues for the nine months ended December 31, 2011 were $350,000, all from one Trenching customer, compared to $0 for the nine months ended December 31, 2010.

Cost of Sales

Cost of sales for the nine months ended December 31, 2011 was $327,777 compared to $0 for the nine months ended December 31, 2010. The cost of sales was all related to the single Trenching customer referenced above.

Gross Profit

Gross profit for the nine months ended December 31, 2011 was $22,223 compared to $0 for the nine months ended December 31, 2010. Gross margin of 6.3% is lower than targeted (13%-20%) as this was our first project and we are aggressively bidding on jobs to establish revenue streams.

Expenses

Expenses for the nine months ended December 31, 2011, exclusive of amortization, was $186,686 compared to $19,691 for the nine months ended December 31, 2010. The increase of $166,995 is related to services received for stock issued ($114,250), travel of $10,000 and additional expenses related to the new business direction.

Discontinued Operations

The net income related to discontinued operations for the nine month period ended December 31, 2011 and 2010 was income of $2,921 and $14,516, respectively.

Net Loss

Net loss for the nine months ended December 31, 2011 was $174,776 compared to a loss of $5,175. The increase is related to the items discussed above as well as the profit from discontinued operations which was $2,921 for the nine months ended December 31, 2011 compared to $14,516 for the nine months ended December 31, 2010.

Results from Continuing Operations from July 6, 2007 (successor inception) to December 31, 2011.

Revenues

We generated revenues from continuing operations of $350,000 during the period from our inceptionincorporated 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 December 31, 2011. This revenueTBSS 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.

We were a “Reporting Issuer” subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act from one Trenching customer.November 2, 2010, upon the effectiveness of the Registration Statement on Form S-1, until we suspended our reporting obligations May 29, 2019 through the filing of a Form 15.

This revenue is from a single contract. We will continueReseller Agreement with EndlessOne Global, Inc.

Effective August 15, 2020, we entered into the Authorized Reseller Agreement with the Program Manager (the “Reseller Agreement”) pursuant to which we have agreed to be a development stage company if revenues doreseller or an independent sales representative of the Program Manager and its products and the Program Manager has agreed to support our reselling efforts. The term of the Reseller Agreement is for 24 months. The Reseller Agreement does not increase substantially.

Cost of Sales

Our cost ofprovide exclusivity and there are no volume sales from continuing operations since our inception on July 6, 2007 to December 31, 2011 was $327,777. The cost of sales was duerequirements pertaining to our revenuereselling 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.

² https://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

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 Trenching customer referenced above.

Gross Profit

Our gross profit from continuing operations sinceborder through our inception on July 6, 2007 to December 31, 2011 was $22,223. Allmobile application, which will be available during Fall of 2021. 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 gross profit is generated from one customer.

Expenses

From our inception on July 6, 2007 to December 31, 2011, our total expenses from continuing operations, excluding amortization expense, were $226,275. These total expenses since inception to December 31, 2011 were for general and administrative expenses which consisted of professional fees, credit card fees and other general and administrative expensesplatform, consumers can save time, as well as $114,250 for shares issued for services.enjoy reasonable foreign exchange rate cost.

Discontinued OperationsOur Principal Products and Services

The net income related to discontinued operations since inception on July 6, 2007 to December 31, 2011was incomeThrough 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 $26,272.

Net Loss

The net loss from continuing operations since inception on July 6, 2007 to December 31, 2011 was $191,014. The net loss is due to the reasons described above as well as a profitbenefits of $26,272 from discontinued operations.

Liquidity and Capital Resources as of December 31, 2011 and March 31, 2011

As of December 31, 2011, we had cash of $0 and no accounts receivable, total assets of $4,001,920 and working capital of $3,183,200 compared to $115,137 in cash, $115,137 in total assets and working capital of $37,762 as of March 31, 2011.   As of December 31, 2011, we have an accumulated deficit of $258,814.

The Company plans for liquidity needs on a short term and long term basisour GPR BlueOne prepaid cards are as follows:

Short Term Liquidity:

The company currently relies on short-term financing of working capital from shareholder loans, when necessary, to fund operations. 

Long Term Liquidity:

The company plans to obtain a line-of-credit to enable its operations and eventually generate cash flow from operations to fund the business.

On November 16, 2011 the President and CEO loaned the Company $100,000. On December 13, 2011 the President and CEO loaned the Company $3,900,000 for a total of $4,000,000. The Company will continue to receive loans from shareholder until a line-of-credit can be established and the Company begins to generate positive operating cash flows.

During the nine months ended December 31, 2011 we had net cash of $3,235,657 used in operating activities compared to $6,175 of net cash used in our operating activities for the nine months ended December 31, 2010, an increase in cash used in operating activities of $3,228,482. This is due to an increase in our net loss for the nine months ended December 31, 2011. The Company borrowed $4,000,000 from the President and CEO and purchased assets (inventory and patents) of $4,000,000.

On December 16, 2011 the President and CEO of the Company entered into an agreement on behalf of the Company, with a third party, to purchase inventory valued at $3,192,730 and a patent of $807,270 for a total of $4,000,000. The patent, originally filed in May 2001, has nine years and three months left before expiring. The President and CEO then assigned the assets to the Company.

From our inception on July 6, 2007 to December 31, 2011, we had $3,256,730 used by operating activities. Financing activities total $807,270 and cash provided by investing activities, $4,064,000.

It may take several years for us to fully realize our business plan.

We intend to meet our cash requirements for the next 12 months through a combination of debt financing, lines-of-credit and equity financing by way of private placements. We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. There is no assurance that any financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out any business plan.

We will also incur certain legal and accounting costs associated with the public reporting obligations in conjunction with being a public reporting company.

Off-Balance Sheet Arrangements

As of the date of this Report, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.