BCRD — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-14

• BlueOne Technologies, Inc. (formerly BlueOne Card, Inc.) was incorporated under the laws of the State of Nevada on July 6, 2007.

• In 2019, following a court-approved custodianship, the Company underwent a change in control and subsequently changed its corporate name to Manneking Inc. and later to BlueOne Card, Inc.

• On December 13, 2024, the Company completed a share exchange transaction pursuant to which it acquired a 60% equity interest in Millennium in exchange for shares of the Company’s common stock. As a result of the transaction, Millennium became a majority-owned subsidiary of the Company. On March 4, 2…

• On March 11, 2026, the Company filed a corporate action request with FINRA to change its name from BlueOne Card, Inc. to BlueOne Technologies, Inc. The name change became effective on April 15, 2026, and the Company’s common stock continues to trade on the OTC market under the symbol “BCRD.”

Text removed vs the prior filing · source: 10-K · 2025-08-27

• 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, …

• On April 26, 2019, Corporate Compliance, LLC filed a re-application for custodianship pursuant to Nevada Revenue Statute NRS 78.347. The Eighth Judicial District Court of Clark County, Nevada granted custodianship of TBSS International, Inc. to Corporate Compliance, LLC. On October 15, 2019, we chan…

• On October 15, 2019, we executed a 1 for 100 reverse stock-split. 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 L…

• Effective October 25, 2024, we entered into the Stock Exchange and Acquisition Agreement with Millennium and Shinto Matthew, a shareholder owning 6,000,000 shares of Common Stock of Millennium. Pursuant to the agreement, we would acquire 3,600,000 shares of Common Stock of Millennium (constituting 6…

• On December 1, 2020, BlueOne Card entered into an Employment Agreement with James Koh, our President and CEO. The terms of the agreement are stated in PART III, Item 11 “Executive Compensation” section.

Text added vs the prior filing · source: 10-K · 2026-07-14

• We are an emerging growth company under the JOBS Act, which allows us to take advantage of certain reduced reporting and disclosure requirements. While these reduced requirements may lower our compliance costs, they also mean that the information we provide to investors may be less comprehensive tha…

• ·We are not required to provide an auditor’s attestation report on our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

• ·We may provide scaled executive compensation disclosures, which could limit the information available to investors about our compensation practices.

• We are permitted to use the extended transition period for complying with new or revised accounting standards, which could delay the adoption of such standards and make our financial statements less comparable to those of companies that adopt new standards earlier.

• These reduced disclosure requirements may make it more difficult for investors to evaluate our business, financial condition, and results of operations, which could negatively impact the trading price of our common stock or an investor’s decision to invest in our securities.

Text added vs the prior filing · source: 10-K · 2026-07-14

• On May 28, 2026, BlueOne Technologies, Inc. submitted a demand letter against an investor, David Lee for:

• 1.Breach of contract under the February 11, 2026 Secured Note and Warrant Purchase Agreement, seeking $500,000 in unpaid funds and retention of the $500,000 partial payment as liquidated damages.

• The Company has not yet filed a lawsuit but intends to pursue all available legal remedies, including civil litigation and regulatory referrals (e.g., to the SEC for potential violations of Rule 10b-5). The ultimate outcome of this matter cannot be predicted, and an unfavorable resolution could mate…

• On May 5, 2026, BlueOne Technologies, Inc. received an email from a former advisor asserting that additional amounts are owed under an advisory relationship with the Company. Management disputes the asserted amounts and, as of the filing date, no litigation has been commenced and no formal legal dem…

• No other material legal proceedings are pending against the Company as of the date of this report.

Text removed vs the prior filing · source: 10-K · 2025-08-27

• We anticipate that we (including any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure you that their ultimate disposition will …