United States securities and exchange commission logo
January 25, 2021
James Koh
Chief Executive Officer and Chief Financial Officer
BlueOne Card, Inc.
4695 MacArthur Court Suite 1100
Newport Beach, CA 92660
Re: BlueOne Card, Inc.
Registration
Statement on Form 10-12G
Filed December 29,
2020
File No. 000-56060
Dear Mr. Koh:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form 10 Filed December 29, 2020
Business, page 5
1. Please revise
throughout to make sure it is clear to the investor that your sole business is
your intent to act as a
reseller of prepaid cards which are issued by EndlessOne Global,
Inc. As currently
drafted, your disclosure suggests that you are issuing the prepaid cards
and the "innovative
payout solutions," when these appear to be products of EndlessOne.
We note, for example,
your discussion on page 5 where you explain the benefits of "our
GPR BlueOne prepaid
cards." Please clarify that the benefits of the prepaid cards are
offered by EndlessOne,
and remove the inference that you are offering these benefits, and
clarify whether there
is any difference between the prepaid cards offered by EndlessOne
and the "GPR BlueOne"
prepaid cards. This is just one example. Please also remove the
statement that you are
a "FinTech company aiming to provide innovative payout
solutions," as this
does not appear to accurately describe your business.
James Koh
FirstName LastNameJames Koh
BlueOne Card, Inc.
Comapany
January 25,NameBlueOne
2021 Card, Inc.
January
Page 2 25, 2021 Page 2
FirstName LastName
2. Please revise your disclosure throughout to clearly state that you
have not generated
any revenues to date from your planned business and your business is
very early stage.
Please also revise to clarify that your platform is not currently
operational, as your
disclosure suggests that you currently provide this platform. Please
also clarify the status
of the platform and indicate who is developing the platform and
whether you have entered
into any contracts or made any payments to date for the development.
Please also tell us
whether this is your own platform, or a platform operated by
EndlessOne.
3. Please revise to clearly explain your duties under the agreement with
EndlessOne, which
appear to be limited to providing the first introduction of EndlessOne
products to
customers, qualifying customers for the products, making sales
presentations, and
distributing EndlessOne's materials. Please clearly state that you are
acting as an
independent sales representative for EndlessOne and remove any
reference that you are a
partner with EndlessOne. Please also specify that you will not receive
revenue from
customer contracts, which will be executed with EndlessOne.
4. Please clearly explain the fees and payments that you will receive
from EndlessOne,
including how you earn such payments. Please also file the Fee
Processing Schedule that
is included with your Authorized Reseller Agreement, or tell us why
you do not believe
you are required to do so. Please disclose whether you have made any
payments to
EndlessOne to date.
5. Please provide a general description of the business and operations of
EndlessOne,
including the number of cardholders and the size of the company.
Please disclose the
number of independent sales representatives of EndlessOne, and whether
such sales
representatives operate in the same territory as you.
Our Market Strategy, page 6
6. Please tell us why you believe that you have a market opportunity of
34,000 liquor stores
throughout the United States, as suggested by your disclosure on page
6.
Distribution of Our Products and Services, page 7
7. Please tell us why you believe that the GPR BlueOne prepaid card is
"the most
revolutionary card to card transfer." Please tell us specifically how
it is different from any
other cards on the market today.
Our President, CEO, CFO and Chairman, page 33
8. It appears that Mr. Koh served as an executive officer and director of
Golden Rush, Inc.
and Monetiva, Inc., which were both SEC reporting companies. Please
disclose
all directorships held by Mr. James Koh during the past five years in
any company with a
class of securities registered pursuant to Section 12 of the Exchange
Act or subject to the
requirements of Section 15(d) of the Exchange Act. Please discuss Mr.
Koh's roles at
both companies, and disclose that the registration of Golden Rush was
revoked in 2019.
James Koh
BlueOne Card, Inc.
January 25, 2021
Page 3
With respect to Monetiva, Inc, we note that Mr. Koh sold the company
to Pierre Sawaya
in 2017, who is the founder of EndlessOne Global. We further note that
Monetiva has a
similar business plan to that of your company, including a contract
with EndlessOne, but
it has not generated any revenue to date. Please disclose any
relationship or affiliation
between Monetiva and BlueOne Card, Inc.
Item 13. Financial Statements and Supplementary Data
Audited Financial Statements, page F-1
9. Please revise all share and per share numbers to reflect the June 30,
2020 1-for-100
reverse stock split. Please also add disclosure describing the split
and the impact on the
share and per share numbers.
Note 7 - Stockholders' Equity, page F-13
10. Please disclose the pertinent rights and privileges of the preferred
stock to include
liquidation preference, rights to dividends, conversion rights and
voting rights. Refer to
ASC 505-10-50-3. In addition, we note that on September 30, 2020 your
Chief Executive
Officer converted 8,000 share of preferred stock into 8,000,000 common
shares. Please
confirm that the post splits exchange ratio is 1,000 for 1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Scott Anderegg at 202-551-3342 or Erin Jaskot at
202-551-3442 with
any other questions.
FirstName LastNameJames Koh Sincerely,
Comapany NameBlueOne Card, Inc.
Division of
Corporation Finance
January 25, 2021 Page 3 Office of Trade
& Services
FirstName LastName