BlueOne Card Pivots to Fintech Infrastructure Post-Millennium EBS Acquisition

TL;DR

**BCRD is making a high-stakes bet on fintech infrastructure and stablecoin remittances, a risky but potentially lucrative pivot that could redefine its market position.**

AI Summary

BlueOne Card, Inc. (BCRD) is undergoing a significant strategic transformation, shifting from prepaid card program management to a global provider of advanced payment infrastructure solutions for financial institutions, driven by the acquisition of Millennium EBS Inc. This acquisition, completed on December 13, 2024, for 60% ownership, expanded BCRD's focus to high-growth B2B fintech, offering Payment Hub and Orchestration Platform, ISO 20022 Migration and Compliance, and Remittance-as-a-Service (RaaS). The company also plans to launch BlueOne Pay for stablecoin USDT to USD remittances, targeting the $150 billion annual U.S. outbound remittance market and over 500 million crypto users. Key partnerships include Abeam Consulting for ISO 20022 solutions and an engagement with a large commercial bank in Nepal. The company reported an aggregate market value of voting stock held by non-affiliates of $17,169,722 on September 30, 2024, with 14,274,670 shares outstanding as of August 27, 2025. Risks include reliance on license partners and potential platform failures.

Why It Matters

BlueOne Card's strategic pivot, fueled by the Millennium EBS acquisition, positions it to capitalize on the mandatory global shift to ISO 20022 and the burgeoning digital remittance market, potentially disrupting traditional payment systems. For investors, this represents a high-risk, high-reward play on fintech infrastructure and stablecoin remittances, a sector gaining political support from administrations like Trump's. Employees and customers could benefit from innovative payment solutions and expanded global reach, but the company faces intense competition from established financial technology giants and emerging fintechs. Its success hinges on effective execution of its B2B strategy and securing critical licensing, which could significantly impact its competitive standing.

Risk Assessment

Risk Level: high — BlueOne Card's risk level is high due to its heavy reliance on contractual relationships with license partners, as stated in Item 1A, which could lead to business failure if terminated or suspended. The company also faces significant operational risks, including potential data integrity issues and hacking of its platforms, and prolonged functionality or banking delays could have a material adverse effect on its business, as detailed in Item 1A.

Analyst Insight

Investors should approach BCRD with extreme caution, recognizing the high-risk nature of its strategic transformation and reliance on third-party licenses. Await concrete evidence of successful ISO 20022 implementations and significant revenue generation from the Millennium EBS platform before considering investment, as the current business model is largely unproven.

Key Numbers

• $17.17M — Market Value of Non-Affiliate Voting Stock (Reported on September 30, 2024, indicating the company's public float.)
• 14.27M — Shares Outstanding (As of August 27, 2025, reflecting the total number of common shares.)
• 60% — Millennium EBS Ownership (Acquired stake in Millennium EBS Inc. on December 13, 2024, marking a strategic shift.)
• $500K — Cash Consideration (Payment due to Shinto Matthew for Millennium EBS acquisition, extended to December 31, 2025.)
• 2 — Full-time Employees (As of August 15, 2025, indicating a lean operational structure reliant on contractors.)
• 8-10 — Independent Contractors (Engaged for operations, compliance, risk management, and marketing, supplementing the small employee base.)
• 1 for 100 — Reverse Stock-Split (Executed on June 30, 2020, impacting share structure and price.)
• 500M+ — Global Crypto Asset Owners (Target demographic for BlueOne Pay's stablecoin remittance service.)
• $70B — USDT Daily Trading Volume (Highlights the significant market for Tether, central to BlueOne Pay's strategy.)
• 2025-03-31 — Fiscal Year End (The period covered by this 10-K filing.)

Key Players & Entities

• BlueOne Card, Inc. (company) — Registrant
• Millennium EBS Inc. (company) — Acquired fintech platform provider
• Shinto Matthew (person) — Shareholder of Millennium EBS, Chief Scientific Officer of BlueOne Card
• James Koh (person) — Chief Executive Officer of BlueOne Card
• Abeam Consulting (company) — Strategic partnership for ISO 20022 and Payment Hub solutions
• SEC (regulator) — Securities and Exchange Commission
• $17,169,722 (dollar_amount) — Aggregate market value of voting stock held by non-affiliates on September 30, 2024
• $500,000 (dollar_amount) — Cash consideration to Shinto Matthew for Millennium EBS acquisition
• $0.001 (dollar_amount) — Par value of Common Stock
• $150 billion (dollar_amount) — Annual outbound remittances from the U.S.

FAQ

Risk Factors

• Reliance on Key Personnel and Contractors [medium — operational]: The Company's operations are heavily reliant on a small team of full-time employees (2 as of August 15, 2025) and a larger group of independent contractors (8-10) for critical functions including operations, compliance, risk management, and marketing. This structure poses a risk if key contractors become unavailable or if the company cannot effectively manage its outsourced functions.
• Strategic Shift and Integration Risk [high — market]: The acquisition of Millennium EBS Inc. marks a significant strategic transformation from prepaid card management to advanced payment infrastructure. The success of this shift hinges on the effective integration of Millennium's platform and expertise, and the company's ability to capture market share in the B2B fintech space, which is highly competitive.
• ISO 20022 Migration Complexity [medium — regulatory]: The global transition to the ISO 20022 messaging standard presents a significant technological challenge for financial institutions. While BlueOne offers solutions to facilitate this migration, any delays, failures, or misinterpretations in their platform's compliance capabilities could lead to regulatory issues for their clients and reputational damage for BlueOne.
• Competition in Payment Infrastructure [medium — market]: The payment infrastructure solutions market is highly competitive, with established players and emerging fintechs. BlueOne faces the challenge of differentiating its Payment Hub and Orchestration Platform, and RaaS offerings against a backdrop of intense competition and rapid technological advancements.
• New Product Launch Risk (BlueOne Pay) [medium — market]: The planned launch of BlueOne Pay for stablecoin remittances targets a large but nascent market. Success depends on adoption by crypto users, regulatory clarity around stablecoins, and the ability to compete with existing remittance services. Potential platform failures or security breaches related to stablecoin transactions could severely impact the launch.

Industry Context

BlueOne Card, Inc. operates within the rapidly evolving global financial technology landscape. The industry is characterized by a significant shift towards digital payments, increased regulatory scrutiny (e.g., ISO 20022 adoption), and the growing influence of blockchain and digital assets. Key trends include the modernization of payment infrastructure by traditional financial institutions, the rise of specialized fintech solutions, and the increasing demand for cross-border payment efficiency.

Regulatory Implications

The company's focus on payment infrastructure and compliance solutions places it at the intersection of financial regulation. The mandatory migration to ISO 20022 presents both an opportunity and a risk, requiring robust platform capabilities to ensure client compliance. Furthermore, the planned expansion into stablecoin remittances introduces potential regulatory complexities related to cryptocurrency and anti-money laundering (AML) frameworks.

What Investors Should Do

1. Monitor Millennium EBS Integration Progress
2. Assess Traction of New Payment Solutions
3. Analyze Contractor Dependency
4. Scrutinize Regulatory Compliance Capabilities

Key Dates

• 2020-06-30: Reverse Stock Split — Executed a 1-for-100 reverse stock split, significantly altering the share structure and potentially impacting per-share metrics and investor perception.
• 2024-09-30: Market Value of Non-Affiliate Voting Stock — Reported at $17.17 million, providing a snapshot of the company's public float and market capitalization at that time.
• 2024-12-13: Acquisition of Millennium EBS Inc. — Completed the acquisition of a 60% stake in Millennium EBS Inc., marking a pivotal strategic shift towards advanced payment infrastructure solutions.
• 2025-08-15: Employee Count — As of this date, the company had 2 full-time employees, highlighting a lean operational model heavily reliant on contractors.
• 2025-08-27: Shares Outstanding — Reported 14.27 million shares outstanding, reflecting the total equity structure post-reverse split and potential acquisitions.
• 2025-12-31: Millennium EBS Cash Consideration Due Date — Extended payment deadline for $500,000 cash consideration for the Millennium EBS acquisition, indicating potential cash flow management considerations.

Glossary

Millennium EBS Inc.

A fintech platform provider acquired by BlueOne Card, Inc., specializing in payment infrastructure solutions. (Represents the core of BlueOne's strategic transformation and future growth engine.)

Payment Hub and Orchestration Platform

A centralized technology solution enabling financial institutions to manage and streamline diverse payment types through a single interface. (A key offering under the Millennium EBS acquisition, aimed at reducing complexity and costs for banks.)

ISO 20022 Migration and Compliance

Assisting financial institutions in transitioning to a new, standardized, data-rich messaging format for payments, mandated globally. (Addresses a critical regulatory and technological challenge for banks, positioning BlueOne as a compliance solution provider.)

Remittance-as-a-Service (RaaS)

A turnkey platform enabling businesses, particularly fintechs, to offer remittance services. (Expands BlueOne's service offerings into the cross-border payment market, including potential stablecoin-based solutions.)

BlueOne Pay

A planned service for stablecoin (USDT) to USD remittances. (Targets the significant U.S. outbound remittance market and the growing crypto user base, representing a new venture for the company.)

B2B Fintech

Business-to-business financial technology sector, focusing on providing services and infrastructure to other financial institutions and companies. (The primary market focus for BlueOne following the Millennium EBS acquisition.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year (e.g., revenue growth, margin changes, new risks) is not available in the provided text, as this appears to be the first 10-K filing detailing the post-acquisition strategy. The filing primarily outlines the company's current state and future direction following the Millennium EBS acquisition, rather than providing year-over-year comparative financial data.

Key Financial Figures

• $0.001 — (g) of the Act: Common Stock, Par Value $0.001 Indicate by check mark if the registr
• $150 billion — Asia. Regarding remittance, more than $150 billion outbound remittances are sent annually
• $70 billion — , with a daily trading volume exceeding $70 billion. The target demographic including the
• $500,000 — he Company agreed to pay to Mr. Matthew $500,000 within 90 days of closing (the " Cash C

Filing Documents

• form10-k.htm (10-K) — 1157KB
• ex31-1.htm (EX-31.1) — 16KB
• ex32-1.htm (EX-32.1) — 8KB
• ex10-9.htm (EX-10.9) — 4KB
• form10-k_001.jpg (GRAPHIC) — 43KB
• ex10-9_001.jpg (GRAPHIC) — 303KB
• ex10-9_002.jpg (GRAPHIC) — 365KB
• ex10-9_003.jpg (GRAPHIC) — 91KB
• 0001641172-25-025687.txt ( ) — 7018KB
• bcrd-20250331.xsd (EX-101.SCH) — 39KB
• bcrd-20250331_cal.xml (EX-101.CAL) — 63KB
• bcrd-20250331_def.xml (EX-101.DEF) — 199KB
• bcrd-20250331_lab.xml (EX-101.LAB) — 392KB
• bcrd-20250331_pre.xml (EX-101.PRE) — 339KB
• form10-k_htm.xml (XML) — 700KB

BUSINESS

BUSINESS 4 ITEM 1A.

RISK FACTORS

RISK FACTORS 7 ITEM 1B. UNRESOLVED STAFF COMMENTS 17 ITEM 1C CYBER SECURITY 17 ITEM 2.

PROPERTIES

PROPERTIES 17 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 17 ITEM 4. MINE SAFETY DISCLOSURES 17 PART II 17 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 17 ITEM 6. [RESERVED] 18 ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 26 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 26 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 26 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 26 ITEM 9B. OTHER INFORMATION 28 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 28 PART III 28 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 28 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 33 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 33 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 34 PART IV 34 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 34 ITEM 16. FORM 10-K SUMMARY 35

SIGNATURES

SIGNATURES 36 In this Annual Report on Form 10-K (the " Annual Report "), unless otherwise stated or as the context otherwise requires, references to "BlueOne Card, Inc.," "BlueOne ," " the Company ," " we ," " us ," " our " and similar references refer to BlueOne Card, Inc., a Nevada corporation formerly known as "Avenue South Ltd.," "TBSS International, Inc.," or "Manneking Inc.". Our logo and other trademarks or service marks of the Company appearing in this Annual Report are the property of BlueOne Card, Inc. This Annual Report also contains registered marks, trademarks, and trade names of other companies. All other trademarks, registered marks, and trade names appearing in this Annual Report are the property of their respective holders. 2 Cautionary Note Regarding Forward-Looking Statements and Industry Data This Annual Report, in particular, Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act "), and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). These forward-looking statements represent our expectations, beliefs, intentions, or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; and the economy in general or the future of the defense industry, all of which were subject to various risks and uncertainties. When used in this Annual Report and other reports, statements, and information we have filed with the Securities and Exchange Commis

BUSINESS

BUSINESS Overview BlueOne Card Inc. (OTQX: BCRD), a Nevada corporation (the "Company" or "BlueOne"), is a publicly traded financial technology company undergoing a significant strategic transformation. Following the acquisition of Millennium EBS Inc. ("Millennium"), a sophisticated fintech platform provider, we have evolved from our foundational business in prepaid card program management to now a diversified, global provider of advanced payment infrastructure solutions for banks, financial institutions (FIs), and emerging fintech companies. Our mission is to empower financial organizations worldwide to modernize their payment systems, accelerate innovation, and meet complex regulatory requirements with our agile, scalable, and compliant technology platforms. We operate at the intersection of regulatory compliance and payment innovation, positioning the Company to capitalize on major, non-discretionary shifts in the global financial landscape. Strategic Transformation: The Millennium EBS Inc. Acquisition The acquisition of Millennium EBS represents a pivotal event in the Company's history, fundamentally re-shaping our business model and growth trajectory. Millennium brings a proprietary, state-of-the-art technology platform and deep domain expertise in critical areas of financial technology. This acquisition has immediately expanded our total addressable market and shifted our primary focus toward the high-growth, business-to-business (B2B) in the traditional banking, payments and the fintech sector. Our strategy is now centered on leveraging the Millennium platform to deliver a comprehensive suite of "Payment Hub" related services. Our Core Offerings and Solutions Our operations are now organized around two principal service lines: 1. Fintech and Payment Hub Solutions (via Millennium EBS) This is our primary engine for growth and innovation. The Millennium EBS platform provides the infrastructure that enables banks, financial institutions, process

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View this 10-K filing on SEC EDGAR