COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Leases The Company reported the following summary of non-cancellable operating leases in accordance with the provisions of ASC 842 Topic 842 “Leases” Summary of Non-Cancellable Operating Leases: SCHEDULE OF NON-CANCELLABLE OPERATING LEASES Vehicle Office Lease Total Right-of-use asset, net $ 28,282 $ 51,261 $ 79,543 Current lease liabilities $ 19,589 $ 21,877 $ 41,466 Non-current lease liabilities 5,273 30,098 35,371 Total operating lease liabilities $ 24,862 $ 51,975 $ 76,837 Vehicle On July 12, 2022, the Company executed a non-cancellable operating lease for a vehicle with the lease commencing on July 12, 2022 for a three-year term. The Company paid $ 10,000 at the execution of the lease which included $ 1,793 as first month payment, and $ 8,207 as vehicle registration, capitalized cost reduction and other handling fees. The Company recorded an initial right-of-use asset and lease liability of $ 62,113 24,253 18,190 Supplemental balance sheet information related to the lease is as follows as of March 31, 2024: SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Operating Lease Right-of-use asset, net $ 28,282 Current lease liabilities $ 19,589 Non-current lease liabilities 5,273 Total operating lease liabilities $ 24,862 Weighted average remaining lease term (years) 1.17 Weighted average discount rate per annum 12 % As the lease do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease. Anticipated future costs are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES For the years ending Vehicle Lease March 31, 2025 $ 21,518 March 31, 2026 5,379 Total lease payments 26,897 Less: imputed interest (2,035 ) Present value of lease liabilities $ 24,862 Office Lease – J Plaza On April 13, 2023, the Company executed a non-cancellable office space in a retail shopping center, for a monthly base rent of $ 2,196 1,531 The lease commenced on April 13, 2023 and extends for a term of three years and two months. The Company has an option to extend the lease for a period of 36 months after completion of the initial lease term. The Company has not included the extension period in calculating the present value of the lease. The rent is payable on the first day of each month, commencing either (1) opening of the business after tenant improvements, or (2) sixty days after the lease execution date. 8,119 4,391 70,844 The Company recorded rent expense including common area maintenance of $ 45,436 Supplemental balance sheet information related to the lease is as follows as of March 31, 2024: SCHEDULE OF SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Operating Lease Right-of-use asset, net $ 51,261 Current lease liabilities $ 21,877 Non-current lease liabilities 30,098 Total operating lease liabilities $ 51,975 Weighted average remaining lease term (years) 2.08 Weighted average discount rate per annum 12 % As the lease do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payment, which is reflective of the specific term of the lease. Anticipated future costs are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES For the years ending Office Lease J Plaza March 31, 2025 $ 26,947 March 31, 2026 27,755 March 31, 2027 4,659 Total lease payments 59,361 Less: imputed interest (7,386 ) Present value of lease liabilities $ 51,975 Office Lease - Others On August 27, 2020, the Company executed a month-to-month cancellable operating lease for leasing office space in an executive suite, commencing on September 1, 2020 for $ 259 259 279 289 3,474 3,408 On October 26, 2020, the Company executed a non-cancellable operating lease agreement for its principal office for a monthly rent of $ 5,500 5,500 6,500 6,500 78,000 78,000 The Company has recorded total aggregate rent expense of $ 151,163 99,598 The Company has considered the provisions of ASC 842 Topic 842 “Leases” Employment Agreement On December 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with its President, CEO, Secretary, and Chairman (the “Officer”). The initial term of the Agreement is for three years and, if written notice is not provided within 90 days of the termination of each term, the term is automatically extended for an additional one-year term. The Agreement may be terminated by either party upon 90 days’ prior written notice. Whether the Agreement is terminated without “Cause,” for “Good Reason,” or for “Cause,” as defined in the Agreement, determines what compensation is owed and when. There is also a 30-day cure period for any termination for “Cause,” as defined in the Agreement. The Agreement contains confidentiality, non-compete, and non-solicitation provisions. Pursuant to the terms of Agreement, Mr. Koh is entitled to bonuses, reimbursement of expenses, a vehicle allowance, four weeks of paid vacation, and other incentives. The Agreement does provide for payments to be made as a result of any “Change in Control,” as defined in the agreement. Pursuant to the Agreement, the Officer is entitled to an annual base salary of $ 150,000 and that amount is subject to an automatic 10 % annual increase on the anniversary date (see Note 6). Service Agreement with EndlessOne Global Inc. (“E1G”) The Company entered into a Service Agreement with E1G on September 1, 2020 whereby, E1G provided data processing, transaction processing and related services for its cardholders, mobile apps, website’s back office and integration services with sponsoring banks and processors. The Service Agreement required a one-time fee of $ 250,000 551,683 145,892 On December 18, 2023, E1G notified the Company that their sponsor bank has terminated its relationship and services to E1G. As a result, E1G was unable to continue servicing BlueOne Card, Inc.’s customers. (See new Program Manager Agreement below). Reseller Agreement with Expanse Financial Technologies, Inc. (“ExpanseFT”) Effective February 27, 2024, we entered into an Authorized Reseller Agreement (the “Reseller Agreement”) with ExpanseFT (the “Program Manager”) pursuant to which we have agreed to be a reseller or an independent sales representative of the Program Manager and its products, and the Program Manager has agreed to support our reselling efforts. The Reseller Agreement does not provide exclusivity and there are no volume sales requirements pertaining to our reselling efforts. The term of the Reseller Agreement is for five (5) years. The Reseller Agreement is renewable by mutual consent of each of the parties for two-year terms unless either party provides written notice to the other party at least 180 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 30 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. The Program Manager shall provide us with prepaid debit and gift cards of requested quantity, create a range of prepaid debit accounts, using banking identification numbers provided to the Program Manager by our issuing bank and produce and deliver plastic card production tape media, including personal identification number (PIN) generation for the range of created prepaid debit accounts. Upon the first loading of value to a prepaid debit account, the Program Manager will create and activate a cardholder account on the Program Manager’s system and create linkage between the cardholder account on ExpanseFT system and our cardholder aggregate settlement account at our issuing bank or another bank. The Company agreed to pay for all new programming outside the scope listed in this agreement such as but not limited to mobile apps, websites back office and the integrations with the sponsoring banks and processors as we go. The Company agreed to pay a one-time fee of $ 60,000 42,500 5,000 SCHEDULE OF MINIMUM MONTHLY PROGRAM MANAGEMENT Months 0-3 $ 0 Months 4 – 12 $ 5,000 Year 2 $ 10,000 Year 3 and thereafter $ 15,000 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 received. If a loss 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 March 31, 2024 and 2023, respectively. |