AVENUE SOUTH LTD.Common Stock, $0.0001 par value, of the registrant outstanding at February 9, 2021 was 9,880,075.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

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CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

In addition to historical information, this

This 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,” “will,” “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;

• our ability to continue to receive orders from our major client;

• our ability to survive through the current difficult retail environment and changing economic conditions that may further adversely affect consumer demand and spending, and as a result, adversely affect our financial condition

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.

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PART I.

Item 1. Financial Statements

See accompanying notes to unaudited consolidated financial statementsStatements.

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BLUEONE CARD, INC

AVENUE SOUTH LTD.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

								Successor			Predecessor
		Successor			Successor			For the period from			For the period from
		For the three			For the three			July 6, 2007 (Date			February 15, 2005
		months ended			Months ended			of Inception) to			(Date of Inception)
		June 30,			June 30,			June 30,			to July 5,
		2011			2010			2011			2007
Revenue
Sales	$	18,033		$	20,010		$	163,022		$	10,787
Cost of sales		15,112			16,948			136,750			8,675
Gross Profit		2,921			3,062			26,272			2,112
Operating Expenses
Other selling, general and administrative expenses		13,462			115			53,051			40,024
Net (loss)/Income	$	(10,541	)	$	2,947		$	(26,779	)	$	(37,912	)
Loss per common share:
- Basic and fully diluted	$	0.00		$	0.00
- Weighted average number of shares
- Basic and fully diluted		3,768,493			2,469,444

See accompanying notes to unaudited consolidated financial statementsCONDENSED BALANCE SHEETS

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5

Seeaccompanying notes tounauditedconsolidatedfinancialstatements(Unaudited)

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See accompanying notes to unaudited consolidated financial statements

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1. BASIS OF PRESENTATION

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

BLUEONE CARD, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

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

BLUEONE CARD, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019

(UNAUDITED)

Three Months Ended December 31, 2020

Nine Months Ended December 31, 2020

Three Months Ended December 31, 2019

Nine Months Ended December 31, 2019

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

BLUEONE CARD, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

BLUEONE CARD, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

General

The unaudited condensed financial statements of the Avenue South Ltd. and its subsidiary have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission,BlueOne Card, Inc. (“BlueOne” or the SEC, including“Company”) as of December 31, 2020 and for the instructions to Form 10-Qnine months ended December 31, 2020 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 and2019 should be read in conjunction with our audited consolidatedthe 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 results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean Avenue South Ltd.2020 and its subsidiary included in these consolidated financial statements.

2. ORGANIZATION AND NATURE OF BUSINESS

On July 6, 2007, our principal stockholder acquired 100% of the equity of Avenue South, Inc., a North Carolina corporation. On July 6, 2007,2019, 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 Nevada corporationretailer and importer of domestic home furnishings from Hong Kong. On September 30, 2011, the Company changed its name to TBSS International, Inc., which was formed by our principal stockholderengaged in gold mining and our principal stockholder entered intodrilling and general construction. On April 26, 2019, Corporate Compliance, LLC filed a share exchange agreement,re-application for custodianship pursuant to which allNRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, the Company changed its name to Manneking Inc., and then to BlueCard One, Inc. on June 30, 2020.

On October 15, 2019 and on June 30, 2020, the Company effectuated a 1-for-100 reverse stock splits (the “Reverse Splits”) of its issued and outstanding common stock. As a result of the Reverse Splits, each one hundred shares of issued and outstanding prior to the Reverse Splits were converted into one share of common stock held by our principal stockholder in Avenue South, Inc. was acquired by Avenue South Ltd. by issuing 2 million common shares to our principal stockholder. Avenue South Ltd. then became the parent corporation owning 100% of Avenue South, Inc.

Avenue South, Inc. was incorporated(See Note 8). All share and per share numbers in the State of North Carolina on February 15, 2005 (date of predecessor inception) withunaudited condensed financial statements and notes below have been revised retroactively to reflect the principal business objectiveReverse Splits.

Risk and Uncertainty Concerning COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a “one-stop” web based suppliernovel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of importedCOVID-19 and domestic art reproductions, collectiblesthe related business and home décor items that are difficulttravel restrictions and changes to findbehavior 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 traditional home furnishing retail outlets. All items are sold throughaddition to the Company’s website, www.avenuesouth.com.

Going Concern

The Company’s success will depend in partimpact on its ability to market and sell its products overemployees. We have concluded that while it is reasonably possible that the internet and through other marketing channels. There can be no assurance that these marketing efforts will be successful. The Company doesvirus could have a negative impact on the results of operations, the specific impact is not currently have sufficient cash and financing commitments to meet its funding requirements over the next year. In addition, the Company may wish to selectively pursue additional products complementary to thosereadily determinable as of the Company in the future in order to expand its presence in the marketplace and achieve operating efficiencies. The Company may expect to seek to obtain additional funding through debt or equity transactions. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

Principlesdate of Consolidation

The accompanying consolidated financial statements include the accounts of the 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 Avenue South Ltd. (A Development Stage Company) (the “Company” or “Successor”) is presented to assist in understanding the Company’sthese financial statements. The accounting policies presentedfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation

The interim condensed financial statements have been prepared in these footnotes conform toaccordance 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 are the representations of the Company’s management, who is responsible for their integrity and objectivity. These interim condensed financial statements, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended December 31, 2020 and 2019; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed financial statements, have been consistently applied incondensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. It is important to note that the preparationCompany’s results of operations and cash flows for interim periods are not necessarily indicative of the accompanying financial statements.results of operations and cash flows to be expected for a full fiscal year or any other interim period.

Going Concern

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. The Company has 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 $172,103 for the nine months ended December 31, 2020, used net cash flows in operating activities of $218,453, and has an accumulated deficit of $505,197 as of December 31, 2020. 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, “Development Stage Entities.”going concern.

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3.NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventory

Inventories consist of finished goods of home furnishing products. 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. There was no inventory on hand at June 30, 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 bases 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 accounting standards issued by the FASB, which specifies that revenue is realized or realizable and earned when four criteria are met:

The Company recognizes revenue when the goods are accepted by the customer and title has passed. The Company sells its goods via shipment from its suppliers directly to its customers. Shipping and handling costs were not significant. The Company has a 30 day return policy and customers have a general right of 30 days return on products delivered.

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

Certain customer arrangements require evaluation of the criteria outlined in the accounting standards of reporting revenue “Gross” as a Principal Versus “Net” as an Agent in determining whether it is appropriate to record the gross amount of revenue and related costs or the net amount earned as agent fees. Generally, when we are primarily obligated in a transaction, revenue is recorded on a gross basis. Other factors that we consider in determining whether to recognize revenue on a gross versus net basis include our assumption of credit risk, our latitude in establishing prices, our determination of service specifications and our involvement in the provision of services. When we conclude that we are not primarily obligated as a principal, we record the net amount earned as agent fees within net sales.

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, “Earnings Per Share”. At June 30, 2011 and March 31, 2011, the Company did not have any stock equivalents.

Use of 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 June 30, 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.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

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 not have any cash equivalents as of December 31, 2020 and March 31, 2020, 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. No impairment loss was recorded during the three and nine months ended December 31, 2020 and 2019, respectively.

4. RECENT CHANGES IN ACCOUNTING STANDARDS

Earnings (Loss) Per Common Share

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 December 31, 2020 and March 31, 2020, 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 and accrued liabilities. 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 August 2009,2018, the FASB issued anFinancial Accounting Standards UpdateBoard (“ASU”FASB”) No.2009.05 regarding measuring liabilities at fair value. Thisissued ASU provides additional guidance clarifying2018-13, “Changes to the measurement of liabilities atDisclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements on fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. Thismeasurements from ASC 820, “Fair Value Measurement.” ASU 2018-13 is effective for the firstinterim and annual reporting period, including interim periods beginning after the issuance of this ASU. TheDecember 15, 2019, with early adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

permitted. The Company does not expect thatthe adoption of recently issued accounting pronouncements willASU 2018-13 to have a material impact on its financial position, resultsstatements.

In December 2019, the FASB issued Accounting Standards Update (“ASU”) ASU 2019-12, “Simplifying the Accounting for Income Taxes.” ASU 2019-12 eliminates certain exceptions within ASC 740, “Income Taxes,” and clarifies certain aspects of operationsASC 740 to promote consistency among reporting entities. ASU 2019-12 is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or cash flows.modified retrospective basis. The Company is currently evaluating this guidance to determine its impact it may have on its financial statements.

5. DUE TO RELATED PARTIES

AsNOTE 3 – PREPAID DEPOSITS

Prepaid deposits consisted of June 30, 2011,advance deposit paid for the amount due to related partiespurchase of $6,829 representeddebit cards and advance rents for the amount due to President, Principal Accounting Officer, SecretaryCompany’s office facilities, were $106,277 and director. As of$8,700 at December 31, 2020 and March 31, 2011,2020, respectively (See Note 6).

NOTE 4 – PROPERTY AND EQUIPMENT

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

Depreciation expense amounted to $10,526 and $1,875 for three months ended December 31, 2020, and $28,310 and $1,875 for the nine months ended December 31, 2020 and 2019, respectively.

NOTE 5 – LOAN PAYABLE

On June 16, 2020, the Company entered into a financing arrangement to purchase a vehicle, and obtained a loan of $78,491, payable over a term of 72 months, interest bearing at 3.99%, with a monthly payment of principal and interest of $1,228.

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

The Company recorded interest expense on the loan of $732 and $0 for the three months ended December 31, 2020 and 2019, and $1,760 and $0 for the nine months ended December 31, 2020 and 2019, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company’s former Chief Executive Officer (“Former Officer”) loaned the Company $7,567 as of July 31, 2019 for it to related partiespay the costs and expenses necessary to revive the Company’s business operations and to reinstate the Company’s charter with the State of $72,210 included $72,210Nevada, settling all past due accounts with the Company’s transfer agent and legal fees. On July 31, 2019, the Company issued 300,000 shares of Series A preferred stock to President, Principal Accountingan entity affiliated with the Former Officer Secretary(“Affiliate”) in consideration for the loans totaling $7,567 (NOTE 8). The Former Officer loaned additional funds to the Company totaling $1,737 which were forgiven by the Former Officer as of September 30, 2019. On October 7, 2019, the Affiliate entered into a private transaction with the Company’s Chief Executive Officer (“CEO”) to sell 300,000 shares of Series A preferred stock.

The Company’s CEO, from time to time, provided advances to the Company for its working capital needs. The Company has recorded a payable to the CEO of $83,879 and director.$56,277 at December 31, 2020 and at March 31, 2020, respectively. The amounts duefunds advanced are unsecured, non-interest bearing, and due on demand.

6. INCOME TAXES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Office Lease

On October 30, 2019, the Company executed a non-cancellable operating lease for its principal office for a monthly rent of $8,700, 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 Company terminated the operating lease on April 30, 2020. The Company has recorded rent expense of $0 and $17,400 for this operating lease for its principal office for the three months ended December 31, 2020 and 2019, and $8,700 and $17,400 for the nine months ended December 31, 2020 and 2019, 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 Company paid the same rent for the months of July 2020 and August 2020 pursuant to a verbal agreement. The Company has recorded rent expense of $777 and $0 for the three months ended December 31, 2020 and 2019, and $1,554 and $0, for the nine months ended December 31, 2020 and 2019, 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 $5,5000 on October 28, 2020. The Company has recorded rent expense of $11,000 and $0 for the three months ended December 31, 2020 and 2019, and $11,000 and $0 for the nine months ended December 31, 2020 and 2019, respectively.

The Company accountshas recorded total rent expense of $11,777 and $17,400 for income taxes using the liability method; under which deferred tax liabilitiesthree months ended December 31, 2020 and assets2019, and $21,254 and $17,400 for the nine months ended December 31, 2020 and 2019, respectively.

Rent commitments of the Company for the years 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 regulatory, litigation and other matters. The Company expenses these costs as the related services are determined based on the difference between the financial statement carrying amountsreceived.

If a loss is considered probable and the tax basis of assets and liabilities using enacted tax rates in effect inamount can be reasonable estimated, the years in whichCompany recognizes an expense for the differences are expectedestimated loss. If the Company has the potential to reverse. Deferred tax assets are reduced byrecover a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets willestimated 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 be realized. Deferred tax assetsaware of any loss contingencies as of December 31, 2020 and liabilities are adjusted for the effectMarch 31, 2020, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company’s capitalization at December 31, 2020 and March 31, 2020 was 500,000,000 authorized common shares with a par value of changes in tax laws$0.001 per share, and rates on the date25,000,000 authorized preferred shares with a par value of enactment.$0.001 per share.

At

On October 15, 2019 and June 30, 2011,2020, the Company had accumulated deficit during the development stageeffectuated reverse stock splits (the “Reverse Splits”) of $26,779 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.

The Company adopted the provisions of ASC 740, “Accounting for Uncertainty in Income Taxes,” at inception.its issued and outstanding common stock. As a result of the implementationReverse Splits, each 100 shares of ASC 740,common stock issued and outstanding prior to the Reverse Splits were converted into one (1) common stock. All share and per share numbers in these financial statements have been revised retroactively to take into account this Reverse Split.

Common Stock

On April 25, 2020, an investor executed a stock subscription agreement to purchase 60,000 shares of common stock of the Company recognized no increase inat $0.50 per share. The investor paid $30,000 to the liability for unrecognized tax benefits.

Company on April 25, 2020. The Company has no uncertain tax positions at June 30, 2011 and 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

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7. STOCKHOLDER’S’ EQUITY

The Company’s Articles of Incorporation authorize 100,000,000issued 60,000 shares of $0.001 par value common stock. stock to the investor on April 28, 2020.

On September 1, 2020, an investor executed a stock subscription agreement to purchase 400,000 shares of common stock of the Company at $0.50 per share. The investor paid $200,000 to the Company on September 1, 2020. The Company has issued 100,000 shares of common stock to the investor on September 9, 2020, and the remaining 300,000 shares of common stock on September 15, 2020.

On September 4, 2020, the Company recorded issuance of 375 shares of common stock as fractional shares issued to the investors due to the rounding up of the common shares as a result of the reverse stock split.

On September 30, 2020, the Chief Executive Officer of the Company converted 8,000 shares of issued and outstanding preferred stock of the Company into 8,000,000 shares of common stock pursuant to the conversion terms of its Certificate of Designation filed with the Secretary of State of Nevada.

On December 17, 2008,1, 2020, the Company entered into an employment agreement with its Chief Executive Officer for a three-year term, for an annual compensation of $150,000. On December 22, 2020, the Company issued 450,0001,000,000 shares of its Common Stockcommon stock as an inducement (sign on bonus) to enter into the Company’s sole stockholder, at $0.02 per share, for total proceeds of $9,000.employment agreement.

On March 28, 2010December 9, 2020, the Company had received stock subscriptions to issue 1,750,000sold issued 30,000 shares of its common stock to 28 non-US investorsan investor at $0.02purchase of $0.50 per share.share, and received a cash consideration of $15,000. The Company completedissued the private placement offering for gross proceeds of $35,000common shares 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 at March 31, 2010 was $35,000. The Company also entered into a Registration Rights Agreementinvestor on March 28, 2010 with each investor whereby as soon as possible but in any event not later than the 120th day after March 28, 2010,December 22, 2020.

On December 21, 2020, the Company agreed to file a registration statement on Form S-1. Upon the failure by the Company to have the Registration Statement declared effective within 180 days from the date of the closing of our offering (September 27, 2010), the Company may be required to issue additionalsold 10,000 shares of its common stock (valuedto an investor at $0.02a purchase price of $0.50 per share)share for a consideration of $5,000. The investor executed the stock subscription agreement on December 21, 2020. The Company issued the 10,000 common shares on December 22, 2020, and recorded the stock issuances of $5,000 as subscriptions receivable as of December 31, 2020.

On December 23, 2020, the Company sold 10,000 shares of its common stock to each Subscriberan investor at a purchase price of $1.00 per share for a consideration of $10,000. The investor executed the stock subscription agreement on December 23, 2020. The Company issued the 10,000 common shares on December 29, 2020, and recorded the stock issuances of $10,000 as liquidated damages.subscriptions receivable as of December 31, 2020.

On December 23, 2020, the Company sold 100,000 shares of its common stock to an investor at a purchase price of $1.00 per share, and received a cash consideration of $100,000. The penalty amountCompany issued the common shares to the investor on December 29, 2020.

On December 23, 2020, the Company sold 300,000 shares of its common stock to an investor at a purchase price of $1.00 per share, and received a cash consideration of $300,000. The Company issued the common shares to the investor on December 29, 2020.

As a result of all common stock issuances, the total issued and outstanding shares of common stock were 9,870,075 and 19,100 shares as of December 31, 2020 and March 31, 2020, respectively.

Preferred Stock

The Board of Directors, without further approval of its stockholders, is equalauthorized to five percentfix 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 subscription price paid by each subscriberholders 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 December 31, 2020 and 300,000 shares as of March 31, 2020, respectively.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets or surplus finds of the Company to the holders of junior capital stock, including the Common Stock.

Dividends

The holders of Series A Preferred Stock are not entitled to any dividends.

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

Each share of Series A Preferred Stock is entitled to 1,000 votes per share and is entitled to vote on any matter with the holders of Common Stock.

On September 30, 2020, the Company cancelled 8,000 shares of Series A preferred stock pursuant to the conversion terms of its Certificate of Designation filed with the Secretary of State of Nevada. The cancelled preferred stock was converted into 8,000,000 shares of common stock per the conversion terms.

Asa result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were 292,000 and 300,000 shares as of December 31, 2020 and March 31, 2020, 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 January 6, 2021, the Company received $5,000 from an investor for the first month starting September 27, 2010, ifsale of 10,000 shares of common stock on December 21, 2020.

Between January 20, 2021 and January 26, 2021, the Registration Statement is not declared effective by that date.Company received $10,000 from an investor for the sale of 10,000 shares of common stock on December 23, 2020.

On January 11, 2021, the Company received $10,000 from an investor for the sale of 10,000 shares of common stock. The penalty amount equals an additional 87,500 totalinvestor executed the stock subscription agreement on January 8, 2021. The Company issued the common shares that may be issued to all the investors for a one month delay and one percent of the subscription price paid in shares (valued at $0.02 per share) to each subscriber for every month thereafter. The maximum amount of liquidated damages due shall not exceed twenty five percent of the Subscription Price paid by the Subscribers (valued at $0.02 per share), which equals a potential maximum of 437,500 additional total common shares that may be issued to all subscribers.investor on January 20, 2021.

On June 16, 2010 the Company collected all stock subscriptions receivable totaling $35,000 and issued the 1,750,000 shares that were subscribed in the offering.

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 June 30, 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 discussionU.S. who are unbanked or underbanked.² This means that are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timingabout 17% of the events may differ materially from those contained in these forward looking statements dueentire U.S. population has difficulties utilizing the standard banking system. This is our target group customers. Through our relationship with our Program Manager, we earn our revenues mostly through monthly fees charged to a number of factors, including those discussed incustomers for the “Cautionary Note on Forward Looking Statements” set forth elsewhere in this Report.issued general purpose reloadable (“GPR”) prepaid card, reloading fee, ATM withdrawal fee, and card to card money transaction fee.

Overview

We are a web-based retailer of imported and domestic distinctive art reproductions, collectibles and home décor items. We sell our products through our website www.avenuesouth.com and through an informal relationship with our major customer, a home furnishing distributorcurrently headquartered in Hong Kong. We do not occupy any physical storesNewport Beach, California.

Background

BlueOne Card, Inc. (formerly known as “Avenue South Ltd.,” “TBSS International, Inc.,” or outlets. We believe that the products we sell are relatively unique and will sell successfully through our website because they are not readily available at many retail outlets.

Principal Factors Affecting our Financial Performance

Our operating results are primarily affected by the following factors:

• Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.

• Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

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• our ability to develop and continually update our website;

• our ability to procure and maintain on commercially reasonable terms relationships with third parties from whom we acquire inventory;

• our ability to identify and pursue mediums through which we will be able to market our products;

• our ability to attract new customers to our website who are interested in purchasing our products; and

• our ability to keep manage our costs and maintain low overhead.

• Based upon current plans, we expect to incur operating losses in future periods because we will continue to be in the development stage and will be incurring expenses and not generating significant revenues.

• We are dependent upon our relationships with, Crown Trend Trading Ltd., our major customer and principal distributor at this time, to sell our product inventory. We do not have any formal relationship with them and they may in their sole discretion and without any penalty cease being our distributor at any time. If they cease the distribution of our products then our sole source of distribution will be through our website, which has not generated any significant revenue to date.

• In addition to sales of our products through our major customer and any other distributor that may sell our products in the future, our sales are dependent on our ability to attract retail customers to our website on cost-effective terms. Our strategy to attract customers to our website, which has not been formalized or implemented, includes viral marketing, the practice of generating "buzz" among Internet users in our products through the developing and maintaining weblogs or "blogs", online journals that are updated frequently and available to the public, postings on online communities such as Facebook, MySpace, Yahoo!(R) Groups and amateur websites such as YouTube.com, and other methods of getting Internet users to refer others to our website by e-mail or word of mouth; search engine optimization, marketing our website via search engines by purchasing sponsored placement in search results; and entering into affiliate marketing relationships with website providers to increase our access to Internet consumers. We expect to rely on word of mouth marketing as the primary source of traffic to our website, with search engine optimization and affiliate marketing as secondary sources.

• We acquire our product inventory from several wholesale vendors all located in the United States who will also drop-ship the inventory we purchase from them to our Hong Kong customer or to other export customers. We do not manufacture any of our own products. We have not entered into any formal supply agreements with these vendors. We are required to pay in full for product inventory purchased from these vendors upon delivery. If the prices charged by these vendors increase and we are not able to pass on the increased price to our customers, then our margins will be reduced and this will affect our potential for future profitability.

Results of Operations for the three months ended June 30, 2011 and June 30, 2010 (successor).

Revenues

We generated revenues of $18,033 during the three months ended June 30, 2011 and $20,010 during the same period in 2010. This decrease in revenue for the three months ended June 30, 2011 is due a decrease in our sales to our major customer, a Hong Kong based wholesale distributor of home furnishings of $1,977. We anticipate future increases in revenue from other new distributors and consumer sales through our website but at this time, our ability to generate significant revenues continues to be uncertain and we continue to be a development stage company. Revenue from our major customer for the three months ended June 30, 2011 decreased by $12,973 from the prior three month period (prior quarter) ended March 31, 2011. We expect that future revenue from our major customer may decrease in future periods due to the uncertainty of our future business activity with this major customer.

Cost of Sales

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Our cost of sales“Manneking Inc.”) was $15,112 for the three months ended June 30, 2011 compared to $16,948 for the three months ended June 30, 2010. The decrease in the cost of sales for the three months ended June 30, 2011 was due to our decrease in revenue for the three months ended June 30, 2011 as we were able to continue to sell our merchandise to our major customer this quarter.

Gross Profit

Our gross profit was $2,921 for the three months ended June 30, 2011 compared to $3,062 for the three months ended June 30, 2010. The decrease in the gross profit for the three months ended June 30, 2011 was due to our decrease in revenue for the three months ended June 30, 2011. We expect our future gross profit margins to continue to be in the range of 13% to 20% with our major customer and 13% to 25% from other customers as we continue to seek new business from wholesale distributors of home furnishing products and other retail consumers.

Expenses

Our expenses were $13,462 for the three months ended June 30, 2011 compared to $115 for the three months ended June 30, 2010. The increase in the expenses for the three months ended June 30, 2011 was due to our increase costs incurred for professional fee, credit card fees and other general and administrative expenses for the three months ended June 30, 2011. We expect our general and administrative costs to increase sometime later in 2011 if we can expand our sales in Hong Kong and other locations and increase our profits. We may also increase our general and administrative expenses if we are able to raise money through a combination of debt financing and equity financing by way of doing another private placement.

Net Loss

We had net loss of $10,541 during the three months ended June 30, 2011 and a net loss of $2,947 during the same period in 2010. This increase in net loss for the three months ended June 30, 2011 is due to our sale to our distributor in Hong Kong and increase costs incurred for travel expenses, credit card fees and other general and administrative expenses for the three months ended June 30, 2011.

Results of Operations from July 6, 2007 (successor inception) to June 30, 2011.

Revenues

We generated revenues of $163,022 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 TBSS International, Inc., which was engaged in gold mining and drilling and general construction.

On April 26, 2019 , Corporate Compliance, LLC filed a re-application for custodianship pursuant to NRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we changed our name to “Manneking Inc.,” and then to “BlueOne Card, Inc.” on June 30, 2011.2020.

This revenue is primarily due

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 November 2, 2010, upon the effectiveness of the Registration Statement on Form S-1, until we suspended our salesreporting obligations May 29, 2019 through the filing of a Form 15.

Reseller Agreement with EndlessOne Global, Inc.

Effective as of August 15, 2020, we entered into the Authorized Reseller Agreement with the Program Manager (the “Reseller Agreement”) pursuant to our major customer, a Hong Kong based wholesale distributor of home furnishings. We anticipate to obtain other new distributors and consumer sales through our website but at this time, however our ability to generate significant revenues continues to be uncertain andwhich we continuehave agreed to be a development stage company.

Costreseller or an independent sales representative of Sales

Our costthe 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 provide exclusivity and there are no volume sales from our inception on July 6, 2007 to June 30, 2011 was $136,750.

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 merchandise salesGPR BlueOne prepaid card can instantly transfer money from card to card across the border through our major customer.mobile application, which will be available Spring of 2021. Consumers who receive the card-to-card transfer can easily cash out the money at any ATM in the world. Thus, using our platform, consumers can save time, as well as enjoy reasonable foreign exchange rate cost.

Gross Profit

Our gross profit fromPrincipal Products and Services

Through our inception on July 6, 2007 to June 30, 2011 was $26,272. Substantially allrelationship with our Program Manager, we offer GPR prepaid cards that provide consumer benefits such as no overdraft fees, no interest fees, virtual bank accounts, and free direct deposit.

Some of the benefits of our gross profit is generated from our major customer.GPR BlueOne prepaid cards are as follows:

Expenses

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From our inception on July 6, 2007 to June 30, 2011, our total expenses were $53,051. These total expenses since inception to June 30, 2011 were for general and administrative expenses which consisted of professional fee, credit card fees and other general and administrative expenses.

Net Loss

We have a net loss of $26,779 during the period from our inception on July 6, 2007 to June 30, 2011. Our net loss is due to the reasons described above.

Liquidity and Capital Resources as of June 30, 2011 and March 31, 2011

As of June 30, 2011, we had cash of $28,742 and accounts receivable of $8,226, total assets of $36,968 and working capital of $27,221 compared to $115,137 in cash, $115,137 in total assets and working capital of $37,762 as of March 31, 2011. As of June 30, 2011, we have an accumulated deficit of $26,779.

During the three months ended June 30, 2011 we had the net cash if $21,014 used in operating activities compared to $2,947 of net cash provided by our operating activities for the three months ended June 30, 2010, an increase in cash used in operating activities of $23,961. This is due to an increase in our net loss for the three ended June 30, 2011, From our inception on July 6, 2007 to June 30, 2011, we have a total amount of $70,829 in cash through financing activities.

From our inception on July 6, 2007 to June 30, 2011, we had net cash of $42,087 used in our operating activities. Our total future cash requirements exceed our current cash balances. Currently, we do not have sufficient cash in our bank accounts to cover our estimated expenses for the next 12 months if we expand our future operations. If we lose our one major customer we may not be able to continue our business. We anticipate meeting our future cash requirements through a combination of equity and debt financing.

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

We estimate that our expenses over the next 12 months (beginning July 1, 2011) will be approximately $140,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

We intend to meet our cash requirements for the next 12 months through a combination of debt financing 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 becoming 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.

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Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used

This “Management’s Discussion and the estimatesAnalysis of Financial Condition and assumptions made by management during their preparation. A complete listingResults of these policiesOperations” section is included in Note 2 of the notes tobased upon our financial statements, for the three ended June 30, 2011 and 2010 and from date of inception (July 6, 2007) to June 30, 2011. Wewhich have identified below thebeen prepared in accordance with accounting policies that are of particular importanceprinciples generally accepted in the presentationUnited States of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Use of Estimates

America (“U.S. GAAP”). The preparation of financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to income taxes, fair value derivatives, and accrued liabilities. We base our estimates on historical experience, performance metrics and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ from these estimates under different assumptions or conditions. We apply the following critical accounting policies in conformitythe preparation of our financial statements:

Use of Estimates

Financial statements prepared in accordance with accounting principles generally accepted accounting principles requiresin the U.S. require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management estimates include the estimated collectability of its accounts receivable, the valuation of long-lived assets, warranty reserves, the assumptions used to calculate derivative liabilities, assumptions used to value equity instruments issued for financing and compensation, and the valuation of deferred tax assets. Actual results could differ from those estimates.

Recent Accounting Pronouncements

See Note 1 of Notes to the Financial Statements contained in this Form 10-Q for management’s discussion of recent accounting pronouncements.

Results of Operations for the Three Months and Nine Months Ended December 31, 2020 Compared to the Three Months and Nine Months Ended December 31, 2019 (Unaudited)

Revenue

We had no revenues for the three months and nine months ended December 31, 2020 and 2019, respectively.

Cost of Sales

We incurred no cost of sales for the three months and nine months ended December 31, 2020 and 2019, respectively.

Operating Expenses

General & Administrative Expenses

General and administrative expenses (“G&A”) primarily included accounting, consulting and professional fees, rent, legal and filing fees, officer’s compensation, and other administrative expenses. For the three months ended December 31, 2020, we incurred G&A of $79,969 as compared to $20,689 for the same comparable period of 2019. For the nine months ended December 31, 2020, we incurred G&A of $140,857 as compared to $29,723 for the same comparable period of 2019. The increases in G&A were primarily due to the Company engaging accountants, consultants, rent, Edgarizing and filing fees, payroll and other administrative expenses to expand its infrastructure and operations.

Depreciation

Depreciation expense for the three months ended December 31, 2020 and 2019 was $10,526 and $1,875. Depreciation expense for the nine months ended December 31, 2020 and 2019 was $28,310 and $1,875, respectively. The increases in depreciation expense in the respective periods was due to the purchase of office furniture and Company vehicle.

Other Income (Expense)

Other income and expenses include interest expense relating to the finance arrangement on purchase of Company vehicle. We incurred interest expense of $1,054 and $0 for the three months ended December 31, 2020 and 2019, and $$2,936 and $0 for the nine months ended December 31, 2020 and 2019, respectively.

Net Losses

We incurred a net loss of $91,548 for the three months ended December 31, 2020 as compared to a net loss of $22,564 for the same comparable period in 2019. We incurred a net loss of $172,103 for the nine months ended December 31, 2020 as compared to a net loss of $31,598 for the same comparable period in 2019. The increase in the net losses was primarily due to the increase in operating expenses incurred by us.

Liquidity and Capital Resources

Liquidity and Capital Resources for the Nine Months Ended December 31, 2020 Compared to the Nine Months Ended December 31, 2019

Operating Activities

Cash used in operating activities of $218,453 for the nine months ended December 31, 2020 was primarily a result of our net loss of $172,103, depreciation of $28,310, stock compensation as bonus to the officer of $1,000, and an increase in operating assets and liabilities of $75,660 due to increase in prepaid deposits of $97,577 offset by decrease in accrued liabilities of $5,685, and increase in related party payables of $27,602. Cash used in operating activities of $12,481 for the nine months ended December 31, 2019 resulted primarily due to our net loss of $31,598, depreciation of 1,875, and an increase in operating liabilities of $17,242 due to increase in prepaid deposits of $17,400 and an increase in related party payable of $34,642.

Investing Activities

Net cash used in investing activities for the nine months ended December 31, 2020 was $19,500 resulted from the cash paid as a down payment for purchase of a vehicle. Net cash used in investing activities for the nine months ended December 31, 2019 was $112,519 as a result of cash paid for purchase of furniture.

Financing Activities

Net cash provided by financing activities for the nine months ended December 31, 2020 was $638,166 consisting of net cash proceeds of $645,000 received from sale of our common stock, offset by cash paid of $6,834 for the loan payable for purchase of vehicle. Net cash provided by financing activities for the nine months ended December 31, 2019 was $125,000 consisting of net cash proceeds received from the sale of our common stock.

Future Capital Requirements

Our current available cash is insufficient to satisfy our liquidity requirements. Our capital requirements for the fiscal year ending March 31, 2021 will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts, and being a public company.

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

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

Inflation

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

Going Concern

The accompanying financial statements have been prepared on a going concern basis. For the nine months ended December 31, 2020, we had incurred a net loss of $172,103, had net cash used in operating activities of $218,453, and accumulated deficit of $505,197. These matters raise substantial doubt about our ability to continue as a going concern for a period of one year from the date of this filing. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Our management plans to provide for our capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actualreporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from those estimates.these estimates and such differences could be material.

Recent Accounting Pronouncements

In August 2009,While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our 2019 Annual Report filed with the FASB issuedSEC on March 25, 2020, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an Accounting Standards Update (“ASU”) No.2009.05 regardingentity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities atASC 820 establishes a fair value in circumstances in which a quoted price in an active market forhierarchy based on the identical liability is not available; under those circumstances, a reporting entity is requiredlevel of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value using onehierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Development Stage and Capital Resources

We have devoted substantially all of our efforts to business planning since our inception on July 6, 2007. Accordingly, we are considered to be in the development stage. We have not generated revenues from our operations, and we will not commence generating revenues until sometime during the first calendar quarter of 2021.

Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or more of valuation techniques,financial partnerships, such as defined. This ASU is effectivestructured finance or special-purpose entities that would have been established for the first reporting period, including interim periods, beginning after the issuancepurpose of this ASU. The adoption of this guidance didfacilitating 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 the Company’s consolidatedour financial statements.

The Company does not expect that adoption of recently issued accounting pronouncements will have a material impact on its financial position or results of operations which have not been adopted.

Impact of COVID-19

During the nine months ended September 30, 2020, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the three months and nine months ended December 31, 2020 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

To the extent that COVID-19 continues or cash flows.worsens, governments may impose additional restrictions or additional governments may impose restrictions. The result of COVID-19 and those restrictions could result in a number of adverse impacts to our business, including but not limited to additional disruption to the economy and consumers’ willingness and ability to spend, temporary or permanent closures by businesses that will consume our credit and debit cards, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable. As a result, it may be challenging to obtain and process credit and debit card transactions and supply chains to support our business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Also, governments may impose other laws, regulations or taxes which could adversely impact our business, financial condition or results of operations. Further, if our customers’ businesses or incomes are similarly affected, they might delay or reduce usage by our cardholders. The potential effects of COVID-19 also could impact us in a number of other ways including, but not limited to, reductions to our profitability, laws and regulations affecting our business, the availability of future borrowings, the cost of borrowings, and credit risks of our cardholders and counterparties. We have demonstrated adverse conditions that raise substantial doubt about our ability to continue as a going concern. The continuation of our company as a going concern, in conjunction with COVID-19 impact, is dependent upon the continued financial support from our shareholders, our ability to obtain necessary financing to continue our operations, and the attainment of profitable operations. Given the evolving health, economic, social, and governmental environments, the potential impact that COVID-19 could have on our business remains uncertain. If we are unable to obtain adequate capital, we could be forced to cease operations.

Item 3. Quantitative Andand Qualitative Disclosures About Market Risk.Risks.

Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item as we are a “smaller reporting company.”

Not Applicable.

Item 4. Controls Andand Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e)

As of the end of the period covered by this report, we carried out an evaluation, under the Exchange Act). Disclosure controlssupervision and procedures refer to controls and other procedures designed to ensure that information required to be disclosed inwith the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and formsparticipation of the SEC and that such information is accumulated and communicated to our management, including our ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of Irina Goldman, our President and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of June 30, 2011.the Securities Exchange Act of 1934. Currently, there is only one officer and one director, and as such is solely responsible for evaluating the Company’s disclosure controls and procedures. Based upon that evaluation, the principal executive officer believes that the Company’s disclosure controls and procedures are not effective as of December 31, 2020 due to the following material weaknesses. We lacked the ability to have adequate segregation of duties in the financial statement preparation process. Further the Company did not maintain adequate documentation for review and supporting matters impacting financial reporting in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.

Plan for Remediation of Material Weaknesses

Since these entity level controls have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. We believe that, since the date that we were made aware of this evaluation, Ms. Goldman, determinedour material weakness, we are continuing to improve our internal control over financial reporting by taking certain corrective steps that we believe minimize the likelihood of a recurrence. We have designed a disclosure controls and procedures regime pursuant to which our management has, among other things:

(a) identified the definition, objectives, application and scope of our internal control over financial reporting;

(b) delineated the duties of each member of the group responsible for maintaining the adequacy of our internal control over financial reporting. This group consists of:

(i) our Chief Executive Officer; and

(ii) an independent consultant who was engaged to prepare and assure compliance with both our internal control over financial reporting as well as our disclosure controls and procedures were effective atand review our disclosure controls and procedures on a regular basis, subject to our management’s supervision.

We continue to work with our structure in which we have an independent consultant, in order to continue implementation of required key controls, the reasonable assurance level.necessary steps required for procedures to ensure the appropriate communication and review of inputs necessary for the financial statement closing process, as well as for the appropriate presentation of disclosures within the financial statements. The remediation steps taken are subject to the Chief Executive Officer’s oversight. While management believes there have been significant improvements of internal controls over financial reporting during the quarter ended December 31, 2020, management anticipates that further continuing efforts will be needed to effectively remediate the material deficiencies relating to segregation of duties and maintaining adequate supporting documentation to substantiate the information reported in the financial statements which existed as of December 31, 2020, and to assure that complex transactions are properly recorded as the business continues to grow. Our management has been actively engaged in planning for, designing and implementing the corrective steps described above to enhance the effectiveness of our disclosure controls and procedures as well as our internal control over financial reporting. Our management is committed to achieving and maintaining a strong control environment, high ethical standards, and financial reporting integrity, and will take further steps to ensure that personnel are adequate in terms of sophistication and quantity to adequately assure that the financial reporting process is efficient and operated with the sufficient level of integrity to meet and surpass all regulatory standards.

While management is implementing corrective steps to remediate its internal control deficiencies, we cannot assure you that they will be sufficient enough to be free of a material weakness. If we should in the future conclude that our internal control over financial reporting suffers from a material weakness, we will be required to expend additional resources to improve it. Any additional instances of material deficiencies could require a restatement of our financial statements. If such restatements are required, there could be a material adverse effect on our investors’ confidence that our financial statements fairly present our financial condition and results of operations, which in turn could materially and adversely affect the market price of our common stock.

Changes in Internal Control over Financial Reporting

During

Other than the fiscal quarter ended June 30, 2011remediation activities undertaken by us as disclosed above, there werehave been no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATIONII.

Item 1. Legal ProceedingsProceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

We are currently not aware ofa party to any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.proceedings.

Item 1A. Risk FactorsFactors.

As a smaller reporting company, we are not required to make disclosures under this Item 1A.

Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.

None.

Item 3. Defaults Upon Senior SecuritiesSecurities.

None

Item 4. Mine Safety Disclosures.

None.

Item 4. Removed and Reserved

Item 5. Other InformationInformation.

None

None.

Item 6. ExhibitsExhibits.

(a) ExhibitsExhibits.

_________________SIGNATURES

* Filed herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

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