ACQUISITION OF MILLENIUM EBS, INC.

9 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITION OF MILLENIUM EBS, INC.

NOTE 5 – ACQUISITION OF MILLENIUM EBS, INC.

On October 25, 2024, the Company entered into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millenium EBS, Inc. whereby the principal owner of EBS is to sell 3,600,000 shares of EBS (constituting 60% of the issued and outstanding shares of MEI), to the Company in exchange for (i) 2,100,000 shares of the Company valued at $4.00 per share based on the last sale of common shares in the last capital raises totaling $8,400,000 (due on the Closing Date of Agreement), and (ii) $500,000 cash (due within 90 days of the Closing Date of Agreement). The acquisition transaction closed on December 13, 2024. The Company has the purchase option and right of first refusal to purchase the remaining 40% of MEI. The acquisition was treated as a business combination under ASC 805 “Business Combination”. This acquisition positions the Company to emerge as a prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabilities globally in the fintech sector. The acquisition includes ownership of the MEI Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance the Company’s ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.

Millenium EBS Inc. owns a comprehensive payment orchestration and modernization platform, designed to streamline and manage financial transactions across various channels such as Swift, RTGS, ACH, FedNow, and Fedwire. By integrating diverse payment systems into a unified framework, the platform allows financial institutions to enhance operational efficiency and flexibility while adhering to regulatory requirements. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization shall be provided for on a straight-line basis over the expected useful lives of the software cost and related upgrades and enhancements. The cost of the MPH is being amortized over its estimated useful life of 10 years. (See Note 6).

Acquisition of Millenium EBS, Inc. on December 13, 2024
Consideration paid for acquisition	$	8,900,000
% of Millennium EBS acquired		60	%
Total fair market value of Millennium EBS net assets	$	14,833,333
Assets Acquired:
Deferred Costs	$	31,948
Intangible assets		1,768,208
Goodwill		13,084,606
Liabilities Assumed:
Accounts payable	$	(51,429	)
Noncontrolling interest		(5,933,333	)
Purchase price	$	8,900,000
Noncontrolling Interest
Fair market value of Millenium EBS assets	$	14,833,333
Allocation of noncontrolling interest		40	%
Initial noncontrolling interest at acquisition		5,933,333
Loss allocated to noncontrolling interest for the period from December 14, 2024 to December 31, 2024		(3,453	)
Noncontrolling interest - December 31, 2024	$	5,929,880

BLUEONE CARD, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(Unaudited)

Goodwill is expected to be deductible for income tax purposes over 15 years. The fair value of assets acquired and liabilities assumed is provisional pending a fair value valuation to be finalized within the one year measurement period.