This Quarterly Report Form 10-Q contains forward-looking statements. Our actual
results could differ materially from those set forth as a result of 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 should be read together with the
unaudited condensed financial statements and accompanying notes and the other
financial information appearing elsewhere in this report. The 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 pay out 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 data from the Federal Reserve, there are an estimated 55
million adults currently residing in the U.S. who are unbanked or underbanked.2
This means that about 17% of the entire 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 customers for the issued general purpose
reloadable ("GPR") prepaid card, reloading fee, ATM withdrawal fee, and card to
card money transaction fee.

We are currently headquartered in Newport Beach, California.





Background



BlueOne Card, Inc. (formerly known as "Avenue South Ltd.," "TBSS International,
Inc.," or "Manneking Inc.") was incorporated on July 6, 2007 under the laws of
the State of Nevada. We started our business as a retailer and importer of
domestic home furnishings from Hong Kong. On September 30, 2011, we changed our
name to TBSS International, Inc., which was engaged in gold mining and drilling
and general construction.

On April 26, 2019 , Corporate Compliance, LLC filed a re-application for custodianship pursuant to NRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship over TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we changed our name to "Manneking Inc.," and then to "BlueOne Card, Inc." on June 30, 2020.

On June 30, 2020, we also executed a 1 for 100 reverse stock-split with a Certificate of Change, and changed our trading symbol to "BCRD." We filed a FINRA corporate action pursuant to FINRA Rule 6490 which was announced on the Daily List as of July 23, 2020.

Reseller Agreement with EndlessOne Global, Inc.





Effective August 15, 2020, we entered into the Authorized Reseller Agreement
with the Program Manager (the "Reseller Agreement") for a two-year term,
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's term was
extended on August 1, 2022 for a two-year period, and it expires on August 14,
2024. 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 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.

2https://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




13







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. Consumers who receive the
card-to-card transfer can easily cash out the money at any Automated Teller
Machines ("ATM") in the world. Thus, using our platform, consumers can save
time, as well as enjoy reasonable foreign exchange rate cost.

Our Principal Products and Services

Through our relationship with our Program Manager, we offer GPR prepaid cards that provide consumer benefits such as no overdraft fees, no interest fees, virtual bank accounts, and free direct deposit.

Some of the benefits of the Program Manager's prepaid, branded cards are as follows:

? The mobile application is functional now for iOS devices (Apple), android, and

windows (Microsoft).

? The Program Manager provides a Global Remittance Network ("GRN") meaning that

it will connect any proprietary accounts or card systems to other systems


    worldwide.

  ? Free checking account and check books.

? We intend to resell the Program Manager's prepaid, branded cards to liquor


    stores throughout the U.S. and online at www.blueonecard.com as well.

  ? The Program Manager's prepaid, branded cards provides a Dynamic Card
    Verification Value ("CVV") function.

? The Program Manger's prepaid, branded cards access are lock and unlocked with

Sensor Assisted Flight Envelope ("SAFE") technology. Consumers will also

instantly be able to lock and unlock the cards via text Short Message Service


    ("SMS").

  ? The Program Manager provides a free checking account.

  ? We believe checks will be able to be directly deposited via the Program
    Manager's mobile application.

Critical Accounting Policies





This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section is based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of 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 the
preparation of our financial statements:



Use of Estimates



Financial statements prepared in accordance with U.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.



14

Recent Accounting Pronouncements

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

Results of Operations for the Three Months and Nine Months Ended December 31, 2022 Compared to the Three Months and Nine Months Ended December 31, 2021 (Unaudited)





Revenues and Cost of Sales



We did not sell any prepaid cards to the customers during the three months and
nine months ended December 31, 2022 as compared to selling prepaid cards of
$52,450 and $72,200 for the same comparable periods in 2021. Cost of sales were
$0 for the three months and nine months ended December 31, 2022 as compared to
$42,450 and $54,778 for the same comparable periods in 2021.



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 $2,859 and $24,634 for the three
months and nine months ended December 31, 2022, compared to $1,622 and $10,080
for the same comparable periods in 2021, respectively. The increase in legal and
filing fees for the three months and nine months ended December 31, 2022
resulted primarily due to the Company incurring fees for applying for listing on
the OTCQB platform and other expenses relating to the preparation of legal
documents and filing fees in the ordinary course of business.



Rent



The Company recorded rent expense of $26,430 and $73,168 for the three months
and nine months ended December 31, 2022, compared to $18,337and $53,011 for the
same comparable periods in 2021, respectively. The increase in rent expense for
the three months and nine months ended December 31, 2022 as compared to the
comparable period in 2021, resulted due to the increase in monthly rent of the
Company premises in 2022 and monthly rent towards leasing a vehicle in July
2022.

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 and nine months ended December 31, 2022, we incurred G&A of
$102,896 and $578,223 as compared to $124,077 and $348,327 for the same
comparable periods of 2021. The reduction in G&A for the three months ended
December 31, 2022 was primarily due to the Company controlling and better
managing the professional advisors and consultants, research and development
fees and marketing fees, payroll and other administrative expenses to expand its
infrastructure and operations. The increase in G&A expenses for the nine months
ended December 31, 2022 resulted primarily due to retaining the services of
professional business advisors to provide strategic consulting services to up
list the Company to OTCQX exchange and increase in payroll expense.



15







Other Income (Expense)



Other income and expenses include interest expense relating to the financing the
purchase of Company vehicle and credit card interest. We reported interest
expense of $920 and $3,510 for the three months and nine months ended December
31, 2022, as compared to $829 and $1,987 for the same comparable periods of
2021. The increase in interest expense resulted due to the credit card interest
charged by the bank due to Company making partial payments on its credit card
balances.



Net Loss



We reported a net loss of $133,105 and $679,535 for the three months and nine
months ended December 31, 2022 as compared to a net loss of $134,865 and
$395,983 for the same comparable periods in 2021. The increase in the net loss
was primarily due to the increase in operating expenses incurred by us.

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