UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberQuarterly Period Ended June 30, 20112021

[  ]

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 333-168346
No. 000-56060

TBSS INTERNATIONAL, INC.BlueOne Card, Inc.
(formerly Avenue South Ltd.)

(Exact name of registrantsmall business issuer as specified in its charter)

4695 MacArthur Court, Suite 1100

Newport Beach, CA92660

(Address of principal executive offices)

(800)210-9755

(Registrant’s telephone number, (includingincluding area code):(855) 645-4653

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☒ No ☐

Yes [X]         No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]             No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DateData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ]Yes ☒ No ☐

As

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of November 18, 2011, there were 150,460,000“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

The number of shares of company common stock issued and outstanding.

TBSS INTERNATIONAL, INC.
(FORMERLY AVENUE SOUTH LTD.)Common Stock, $0.0001 par value, of the registrant outstanding at August 5, 2021 was 9,948,075.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

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,” “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.

2

PART I.

Item 1. Financial StatementsStatements.

TBSS INTERNATIONAL,BLUEONE CARD, INC.
(Formerly Avenue South Ltd.)
(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2011
(UNAUDITED) AND MARCH 31, 2011

See

The accompanying notes toare an integral part of these unaudited consolidatedcondensed financial statementsstatements.

3

TBSS INTERNATIONAL,

BLUEONE CARD, INC.
(Formerly Avenue South Ltd.)
(A Development Stage Company)

CONSOLIDATEDUNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2011 AND 2010, AND
FOR THE PERIOD SINCE INCEPTION JULY 6, 2011 TO SEPTEMBER 30, 2011

See

The accompanying notes toare an integral part of these unaudited consolidatedcondensed financial statementsstatements.

4

TBSSINTERNATIONAL, 

BLUEONE CARD, INC.

(FormerlyUNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

AvenueThree Months Ended June 30, 2021

Three Months Ended June 30, 2020

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

 South, Ltd)
(ADevelopment StageCompany)

CONDENSEDBLUEONE CARD, INC.CONSOLIDATEDSTATEMENTS OFCHANGES INSTOCKHOLDER’SEQUITY(DEFICIT)
(UNAUDITED) FOR THEPERIODSINCEINCEPTION JULY 6, 2007 TOSEPTEMBER 30, 2011

Seeaccompanying notes tounauditedconsolidatedfinancialstatements

5

TBSS INTERNATIONAL, INC. (FORMERLY AVENUE SOUTH LTD.)
(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 AND FOR THE
PERIOD SINCE INCEPTION JULY 6, 2007 TO SEPTEMBER 30, 2011

See

The accompanying notes toare an integral part of these unaudited consolidatedcondensed financial statementsstatements.

6

TBSS INTERNATIONAL,

BLUEONE CARD, INC.
(Formerly Avenue South Ltd.)
(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

1.

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

General

The accompanying unaudited consolidatedcondensed financial statements of the TBSS International,BlueOne Card, Inc. (Formerly Avenue South Ltd.) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission,(“BlueOne” or the SEC, including“Company”) as of June 30, 2021 and for the instructions to Form 10-Qthree months ended June 30, 2021 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 and2020 should be read in conjunction with our audited consolidatedthe financial statements for the year ended March 31, 2011.

In2021 and 2020, respectively. BlueOne (formerly known as Avenue South Ltd., TBSS International, Inc., or Manneking Inc.), was incorporated on July 6, 2007 under the opinionlaws of the managementstate 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 all adjustments,changed its name to TBSS International, Inc., which arewas 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 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" meanClark County, Nevada granted custodianship over TBSS International, Inc. (Formerly Avenue South Ltd.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 subsidiary) included in these consolidated financial statements.

2. ORGANIZATION AND NATURE OF BUSINESS

On July 6, 2007, our then principal stockholder acquired 100%issued and outstanding common stock. As a result of the equityReverse Splits, each one hundred shares of Avenue South, Inc., a North Carolina corporation. On July 6, 2007, Avenue South Ltd., a Nevada corporation was formed by our then principal stockholderissued and our then principal stockholder enteredoutstanding prior to the Reverse Splits were converted into aone share exchange agreement, pursuant to which all theof common stock held by(See Note 8). All share and per share numbers in the unaudited condensed financial statements and notes below have been revised retroactively to reflect the Reverse Splits.

Risk and Uncertainty Concerning COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. If the coronavirus continues to progress, it could have a material negative impact on our principal stockholderresults of operations and cash flow, 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 Amendmentaddition to the Articles of Incorporation with the Nevada Secretary of State. The Articles had the effect of changing the Company’s name from Avenue South Ltd. to TBSS International, Inc. An 8-K was filed on October 14, 2011.

Going Concern

The Company’s success will dependimpact on its ability to pursue clients and sign lucrative contracts and perform under those contracts. There can be no assuranceemployees. We have concluded that while it is reasonably possible that the company will secure these contracts. 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. The Company may expect to seek to obtain additional funding through debt or equity transactions. There can be no assurancereadily determinable 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 eliminationdate 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’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 unaudited 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 June 30, 2021 and 2020; 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 $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.

7

TBSS International Inc.
(Formerly Avenue South Ltd.)
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

3. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventory

Inventories consistUse 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 September 30, 2011.Estimates

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:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

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

• Collectability of payment is reasonably assured.

The Company recognizes revenue when the goods are accepted by the customer and title has passed or when the service is performed.

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. At September 30, 2011 and March 31, 2011, the Company did not have any stock equivalents.

8

TBSS International, Inc.
(Formerly Avenue South Ltd.)
(A Development Stage Company)

NOTES TO CONDENSED 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 September 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.

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.

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 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, resultsstatements.

NOTE 3 – PREPAID DEPOSITS

Prepaid deposits consisted of operations or cash flows.the following:

5. DUE TO SCHEDULE OF PREPAID DEPOSITS

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, 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 PARTIESPARTY TRANSACTIONS

As

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 SeptemberJune 30, 2011, there were no amounts due to related parties. As of2021 and March 31, 2011, the amount due to related parties of $72,210 included $72,210 due to the President, Principal Accounting Officer, Secretary and Director.2021, respectively. The amounts duefunds advanced are unsecured, non-interest bearing, and due on demand.

6. INCOME TAXES

The Company adopted the provisions of ASC 740, at inception. As a result of the implementation of ASC 740,On December 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 September 30, 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 September 30, 2011, the Company had accumulated deficit during the development stage of $72,594 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.

9

TBSS International, Inc
(Formerly Avenue South Ltd)
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

7. 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:

EffectiveSCHEDULE OF MATURITIES OF LOAN PAYMENTS

The 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 give retroactive effect to the forward stock split 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. stock. As thea result of the Reverse Splits, each 100 shares of common stock split,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

The Company did not issue or sell any common stock during the three months ended June 30, 2021. As a result, the total number of the Company’s issued and outstanding shares of common stock were increased from 4,200,000 9,890,075shares to 121,800,000 shares.as of June 30, 2021 and March 31, 2021, respectively.

8. SUBSEQUENT EVENTS

On October 12, 2011 thePreferred Stock

The Board of Directors, decidedwithout further approval of its stockholders, is authorized to exitfix the web-based retail businessdividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of selling home décorshares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and will focusother 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 efforts as an international service company to assist companies that have begun gold mining, drilling, as well as workassets 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 water well drilling, trenching and construction. The company believes the costs associated with the discontinuance will be nominal. On October 14, 2011 the SIC code was changed to 1600 – Heavy Construction and Building Constructions.

On October 13, 2011 the Company issued 100,000,000 shares of its $.001 par value Common Stock payable in exchangeshares 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 services that have been and will be provided by consultantsany shares of capital stock of the Company. Also on October 13, 2011,Corporation, the Company’s former President, Secretary, Principal Accounting Officer & Director cancelled 71,050,000conversion 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 as adjustedto 27 investors for the Company’s 29 to 1 forward stock split that became effective on September 2, 2011. Majority control is not in the handsa total cash consideration of any one person.$116,000.

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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 September 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 visionary development firm with a management team representing over 50 years of collective experiencecurrently headquartered in winning competitive contracts on the strength of incorporating proprietary technologies from a network of venture partners. Prior to going public, our management team has won key construction and service contracts in the following industries:Newport Beach, California.

Construction

Oil DrillingBackground

Gold Mining

Water Well Drilling

Sonic and Horizontal Drilling

We have 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:

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

Revenues

We generated no revenues during the three months ended September 30, 2011 and $42,455 during the same period in 2010. This decrease in revenue is due to our decision to exit the web-based retail business of selling home décor. We intend to focus our effortsBlueOne Card, Inc. (formerly known as an international service company to assist companies that are in the business of gold mining and water well drilling.

Cost of Sales

Our cost of sales“Avenue South Ltd.,” “TBSS International, Inc.,” or “Manneking Inc.”) was $0 for the three months ended September 30, 2011 compared to $36,801 for the three months ended September 30, 2010. The decrease in the cost of sales for the three months ended September 30, 2011 was due to our decrease in revenue for the three months ended September 30, 2011.

Gross Profit

Our gross profit (loss) was $0 for the three months ended September 30, 2011 compared to $5,654 for the three months ended September 30, 2010. The decrease in the gross profit for the three months ended September 30, 2011 was due to our decrease in revenue for the three months ended September 30, 2011. We expect our future gross profit margins to be in the range of 13% to 20% as we seek new business and customers in the area of assisting companies with gold mining, drilling, trenching and construction.

Expenses

Our expenses were $45,815 for the three months ended September 30, 2011 compared to $10,291 for the three months ended September 30, 2010. The increase in the expenses for the three months ended September 30, 2011 was due to our increased costs incurred for professional fees related to making changes to our business plan, Articles of Incorporation and other costs associated with being a public company. We expect our general and administrative costs to increase later in 2011 as we begin operating under the new business plan and name TBSS International. 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 $45,815 during the three months ended September 30, 2011 and a net loss of $4,637 during the same period in 2010. This increase in net loss for the three months ended September 30, 2011 is due to an increase in other general and administrative expenses for the three months ended September 30, 2011 and decline in revenue due to our decision to exit the web-based retail industry.

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

Revenues

We generated revenues of $18,033 during the six months ended September 30, 2011 and $62,465 during the same period in 2010. This decrease in revenue is due to our decision to exit the web-based retail business of selling home décor. We intend to focus our efforts as an international service company to assist companies that are in the business of gold mining and water well drilling.

Cost of Sales

Our cost of sales was $15,112 for the six months ended September 30, 2011 compared to $53,749 for the six months ended September 30, 2010. The decrease in the cost of sales for the six months ended September 30, 2011 was due to our decrease in revenue for the six months ended September 30, 2011.

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Gross Profit

Our gross profit was $2,921 for the six months ended September 30, 2011 compared to $8,716 for the six months ended September 30, 2010. The decrease in the gross profit for the six months ended September 30, 2011 was due to our decrease in revenue for the six months ended September 30, 2011. We expect our future gross profit margins to be in the range of 13% to 20% as we seek new business and customers in the area of assisting companies with gold mining, drilling, trenching and construction.

Expenses

Our expenses were $59,277 for the six months ended September 30, 2011 compared to $10,406 for the six months ended September 30, 2010. The increase in the expenses for the six months ended September 30, 2011 was due to our increase costs incurred for professional fees related to making changes to our business plan, Articles of Incorporation and other costs associated with being a public company. We expect our general and administrative costs to increase later in 2011 as we begin operating under the new business plan and name TBSS International. 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 $56,356 during the six months ended September 30, 2011 and a net loss of $1,690 during the same period in 2010. This increase in net loss for the six months ended September 30, 2011 is due to an increase in other general and administrative expenses for the six months ended September 30, 2011 and decline in revenue due to our decision to exit the web-based retail industry.

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

Revenues

We generated revenues of $163,022 during the period from our inceptionincorporated on July 6, 2007 to September 30, 2011.

This revenue is primarily due tounder the laws of the State of Nevada. We started our sales to our major customer,business as a retailer and importer of domestic home furnishings from Hong Kong based wholesale distributor of home furnishings. Our inability to generate significant revenues was a leading force in our decision to exit the web-based retail industry and focus our efforts on heavy construction and other building construction. We will continue to be a development stage company.

Cost of Sales

Our cost of sales from our inception on July 6, 2007 to September 30, 2011 was $136,750. The cost of sales was due to our revenue from our merchandise sales to our major customer.

Gross Profit

Our gross profit from our inception on July 6, 2007 to September 30, 2011 was $26,272. Substantially all of our gross profit is generated from our major customer.

Expenses

From our inception on July 6, 2007 to September 30, 2011, our total expenses were $98,866. These total expenses since inception to September 30, 2011 were for general and administrative expenses which consisted of professional fees, credit card fees and other general and administrative expenses.

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Net Loss

We have a net loss of $72,594 during the period from our inception on July 6, 2007 to September 30, 2011. Our net loss is due to the reasons described above.

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

As ofKong. On September 30, 2011, we had zero cashchanged our name to TBSS International, Inc., which was engaged in gold mining and no accounts receivable, total assetsdrilling 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 $0Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we changed our name to “Manneking Inc.,” and working capitalthen 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 ($18,594) comparedChange, and changed our trading symbol to $115,137 in cash, $115,137 in total assets and working capital of $37,762“BCRD.” We filed a FINRA corporate action pursuant to FINRA Rule 6490 which was announced on the Daily List as of March 31, 2011. AsJuly 23, 2020.

We were a “Reporting Issuer” subject to the reporting requirements of September 30, 2011,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 reporting obligations May 29, 2019 through the filing of a Form 15.

Reseller 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 reseller or an accumulated deficitindependent sales representative of $140,394.

During the six months ended September 30, 2011 we hadProgram Manager and its products and the net cashProgram Manager has agreed to support our reselling efforts. The term of $42,927 usedthe Reseller Agreement is for 24 months. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts. The Reseller Agreement is renewable by mutual consent of each of the parties for one-year terms unless either party provides written notice to the other party at least 90 days prior to the termination of the term of the Reseller Agreement. The Reseller Agreement may be terminated by either party upon a material breach of either party with the non-breaching party providing written notice to the breaching party and the breach remaining uncured with 60 days of the notice. The Reseller Agreement may also be terminated by either party by written notice if either party ceases to carry on as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in operating activities compared to $1,310 of net cash provided by our operating activitiesbankruptcy, insolvency, or liquidation, makes an assignment for the six months ended September 30, 2010, an increasebenefit 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 border through our mobile 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 cash used in operating activities of $44,237. This is due to an increase inthe world. Thus, using our net loss for the six months ended September 30, 2011. From our inception on July 6, 2007 to September 30, 2011, we have a total amount of $64,000 in cash through financing activities.

From our inception on July 6, 2007 to September 30, 2011, we had net cash of $64,000 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 lost our one major customer we may not have been able to continue our business that is why we decide to change business plans and focus our efforts towards assisting companies that have begun gold mining, drilling,platform, consumers can save time, as well as work on water well drilling, trenchingenjoy reasonable foreign exchange rate cost.

Our Principal Products and construction. We anticipate meetingServices

Through our future cash requirements through a combinationrelationship 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 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 naturebenefits of our future business activities and our ability to raise capital from shareholders or other sources.GPR BlueOne prepaid cards are as follows:

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 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.

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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 months ended September 30, 2011 and 2010 and from date of inception (July 6, 2007) to September 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.

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

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 Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020 (Unaudited)

Revenue

We had reported no revenues for the three months ended June 30, 2021 and 2020, respectively.

Cost of Sales

We had reported no cost of sales for the three months ended June 30, 2021 and 2020, respectively.

Operating Expenses

Legal & Filing Fees

Legal and filing fees consisted of fees incurred by the Company in preparing and filing the regulatory reports with the Securities and Exchange Commission. The Company recorded legal and filing fees of $5,327 and $2,405 for the three months ended June 30, 2021 and 2020, respectively. The increase in legal fees primarily resulted due to the preparation of legal documents for capital raise during the three months ended June 30, 2021.

Rent

The Company recorded rent expense of $17,337 and $8,700 for the three months ended June 30, 2021 and 2020, respectively. The increase in rent expense for the three months ended June 30, 2021 resulted due to the Company leasing an office facility in November 2020 and recording three months’ rent to manage its business operations, whereas, for the three months ended June 30, 2020, the Company’s office lease term matured in April 2020 and it recorded only one month rent in that quarter.

General & Administrative Expenses

General and administrative expenses (“G&A”) primarily included accounting, consulting and professional fees, officer’s compensation and payroll taxes, depreciation, dues and subscriptions, and other administrative expenses. For the three months ended June 30, 2021, we incurred G&A of $85,394 as compared to $10,796 for the same comparable period of 2020. The increases in G&A were primarily due to the Company engaging accountants, consultants, Edgarizing and filing fees, payroll and other administrative expenses to expand its infrastructure and operations.

Other Income (Expense)

Other income and expenses include interest expense relating to the financing the purchase of Company vehicle. We reported interest expense of $724 and $594 for the three months ended June 30, 2021 and 2020, respectively.

Net Loss

We reported a net loss of $108,782 for the three months ended June 30, 2021 as compared to a net loss of $22,495 for the same comparable period in 2020. The increase in the net loss was primarily due to the increase in operating expenses incurred by us.

Liquidity and Capital Resources

Liquidity and Capital Resources for the three months ended June 30, 2021 compared to the three months ended June 30, 2020

Operating Activities

Cash used in operating activities of $72,730 for the three months ended June 30, 2021 was primarily a result of our net loss of $108,782, depreciation of $10,525, and an increase in operating assets and liabilities of $25,527 due to increase in prepaid deposits of $1,228, increase in related party payable of $33,082, offset by decrease in accrued liabilities of $6,327. Cash used in operating activities of $9,530 for the three months ended June 30, 2020 resulted primarily due to our net loss of $22,495, depreciation of $7,259, and decrease in operating assets of $5,706 due to decrease in prepaid deposits of $8,700, decrease in accrued liabilities of $1,181, and decrease in related party payable of $1,813.

Investing Activities

Net cash used in investing activities for the three months ended June 30, 2021 was $0. Net cash used in investing activities for the three months ended June 30, 2020 was $19,500 as a result of down payment paid for purchase of vehicle.

Financing Activities

Net cash used in financing activities for the three months ended June 30, 2021 was $3,003 consisting of cash paid for the loan payable for purchase of vehicle. Net cash provided by financing activities for the three months ended June 30, 2020 was $29,030 consisting of net cash proceeds of $30,000 received from the sale of our common stock offset by cash of $970 paid towards the loan payable for purchase of vehicle.

Future Capital Requirements

Our current available cash is insufficient to satisfy our liquidity requirements. Our capital requirements for the fiscal year ending March 31, 2022 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 three months ended June 30, 2021, we had incurred a net loss of $108,782, had net cash used in operating activities of $72,730, and accumulated deficit of $717,768. 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.

While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our 2020 Annual Report filed with the SEC on June 21, 2021, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Development Stage and Capital Resources

We have devoted substantially all of our efforts to business planning since our inception on July 6, 2007. Accordingly, we are considered to be in the development stage. We have not generated revenues from our operations, 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 financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Accounting Pronouncements

The Company does not expect that adoption of recently issued

We have implemented all new accounting pronouncements willthat 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 itsour financial position or results of operations which have not been adopted.

Impact of COVID-19

During the three months ended June 30, 2021, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the three months ended June 30, 2021 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.

Not ApplicableApplicable.

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 Chief 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 Todd Spinelli, our President and Chief Executive Officer and ChiefPrincipal Financial 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 September 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 June 30, 2021 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, Mr. Spinelli, 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