BCRD / BlueOne Card, Inc. - SEC Filings, Annual Report, Proxy Statement

EX-10.9

Exhibit 10.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56060 BlueOne Card, Inc. (Exact Name

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on For

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: March, 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on F

EX-99.1

Exhibit 99.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2025 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2024 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Ca

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on

Stock Exchange and Acquisition Agreement

Exhibit 99.1 Stock Exchange and Acquisition Agreement THIS STOCK EXCHANGE AND ACQUISITION AGREEMENT (this “Agreement”) dated effective as of October 25, 2024, is by, between, and among BlueOne Card, Inc., a Nevada corporation (“BCI”), Millennium EBS, Inc., a New Jersey corporation (“MEI”), and Shinto Matthew, a shareholder owning 6,000,000 shares of Common Stock of MEI (the “Shareholder”). Certain

Articles of Exchange

Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne C

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Card, I

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56060 BlueOne Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56060 BlueOne Card, Inc. (Exact Name

Master Program Manager Services Agreement dated February 27, 2024 with Expanse Financial Technologies, Inc.

Exhibit 10.6

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Fo

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2023 ☐TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Car

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: December, 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Ca

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation

OTC Markets Group Welcomes BlueOne Card, Inc. to OTCQX

Exhibit 99.1 OTC Markets Group Welcomes BlueOne Card, Inc. to OTCQX NEW YORK, Oct. 24, 2023 (GLOBE NEWSWIRE) — OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for 12,000 U.S. and international securities, today announced BlueOne Card, Inc. (OTCQX: BCRD), a Financial Technology company, has qualified to trade on the OTCQX® Best Market. BlueOne Card, Inc. upgraded to OTCQX from t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Card, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56060 BlueOne Card, Inc. (Exact Name

Service Agreement dated September 1, 2020 with EndlessOne Global, Inc.

Exhibit 10.5

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: March, 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 BlueOne Card, Inc. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Nu

Letter of SS Accounting & Auditing, Inc. to the Commission dated June 5, 2023

EX-16.1 2 ex16-1.htm Exhibit 16.1 June 5, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on May 30, 2023, to be filed by our former client, BlueOne Card, Inc. We agree with the statements made in response to that Item insofar as they relate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2022 ☐TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Car

Amendment No. 1 to the Reseller Agreement with EndlessOne Global, Inc. dated August 1, 2022

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne C

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-56060 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report o

As filed with the Securities and Exchange Commission on September 28, 2022

As filed with the Securities and Exchange Commission on September 28, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Card,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56060 BlueOne Card, Inc. (Exact Name

As filed with the U.S. Securities and Exchange Commission on March 17, 2022.

S-8 1 forms-8.htm As filed with the U.S. Securities and Exchange Commission on March 17, 2022. Commission File Number: 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUEONE CARD, INC. (Exact name of registrant as specified in its charter) Nevada 26-0478989 (State or other jurisdiction of incorporation o

2022 Stock Incentive Plan

Exhibit 99.1 BlueOne Card, Inc. 2022 STOCK INCENTIVE PLAN THE 2022 STOCK INCENTIVE PLAN (the ?Plan?) of BlueOne Card, Inc., a Nevada corporation, is hereby adopted by its Board of Directors as of March 11, 2022 (the ?Effective Date?). Article 1. PURPOSES OF THE PLAN Section 1.01 Purposes. The purposes of the Plan are (a) to enhance the Company?s ability to attract and retain the services of qualif

Filing Fees

Exhibit 107 Calculation of Filing Fees Tables Form S-8 (Form Type): BlueOne Card, Inc.

2022 Stock Incentive Plan

Exhibit 4.1 BlueOne Card, Inc. 2022 STOCK INCENTIVE PLAN THE 2022 STOCK INCENTIVE PLAN (the ?Plan?) of BlueOne Card, Inc., a Nevada corporation, is hereby adopted by its Board of Directors as of March 11, 2022 (the ?Effective Date?). Article 1. PURPOSES OF THE PLAN Section 1.01 Purposes. The purposes of the Plan are (a) to enhance the Company?s ability to attract and retain the services of qualifi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56060 26-0478989 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2021 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne C

BLUEONE CARD, INC. 4695 MacArthur Court Suite 1100 Newport Beach, CA 92660 September 9, 2021

BLUEONE CARD, INC. 4695 MacArthur Court Suite 1100 Newport Beach, CA 92660 September 9, 2021 VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, DC 20549 Attention: Ms. L?pez Re: BlueOne Card, Inc. Registration Statement on Form S-1 SEC File No. 333-259222 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as

As filed with the Securities and Exchange Commission on , 2021

As filed with the Securities and Exchange Commission on , 2021 Registration No.: United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUEONE CARD, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 7389 26-0478989 (State or other jurisdiction of incorporation or organization) (Primary Standard Indu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56060 BlueOne Card,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2021 [ ] TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2021 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56060 BlueOne Card, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____) BlueOne Card, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) BlueOne Card, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 09630X 106 (CUSIP Number) James Koh 4695 MacArthur Court Suite 1100 Newport Beach, CA 92660 (800) 210-9755 (Name, Address and Telephone Number of Pe

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10-12G/A 1 form10-12ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 To FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BlueOne Card, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 26-0478989 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S.

BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984

BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 brian@businesslegaladvisor.

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 To FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BlueOne Card, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 26-0478989 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No

BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984

BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 brian@businesslegaladvisor.

Certificate of Amendment dated October 22, 2019

Exhibit 3.2

Certificate of Designation for Series A Preferred Stock

Exhibit 4.1

EX-3.4

Exhibit 3.4

Reseller Agreement dated April 15, 2020 with EndlessOne Global Inc.

Exhibit 10.3

Employment Agreement dated December 1, 2020 with Mr. James Koh

Exhibit 10.2

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BlueOne Card, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 26-0478989 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 4695 MacArthur C

Agreement to Partially Convert Series A Convertible Preferred Stock to Common Stock

Exhibit 10.1

Certificate of Amendment dated June 22, 2020

EX-3.3 3 ex3-3.htm Exhibit 3.3

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2020 BlueOne Card, Inc. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2019 TBSS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (State or other jurisdiction of incorporation) (Commission Fi

TBSS / TBSS International 15-12G - - FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-56060 TBSS International, Inc. (Exact name of registrant as specified i

TBSS / TBSS International 8-A12G - - FORM 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TBSS International, Inc. (Name of small business issuer in its charter) Nevada 26-0478989 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3609 Ha

Current Report

Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT ON FORM 8-K

Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- SCHEDULE 14A DEFINITIVE PROXY STATEMENT

Schedule 14A Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - TBSS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-168346 TBSS INTERNATIO

- TBSS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: 12-31-2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 [ ] TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-168346 TBSS INTERNATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

TBSS International: Form 12b-25 - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 CUSIP NUMBER 872215108 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

TBSS International: Form 12b-25 - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 CUSIP NUMBER 872215108 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2011 AVENUE SOUTH LTD

Avenue South Ltd.: Form 8-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2011 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2011 AVENUE SOUTH

Avenue South Ltd.: Form 8-K/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2011 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2011 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (State of other jurisdiction (Commission (IRS Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

Avenue South Ltd.: Schedule 14C - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [] Preliminary Information Statement [] Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement Avenue South Ltd. (N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2011 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (State of other jurisdiction (Commission (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-168346 AVENUE SOUTH LTD. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2011 [ ] TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-168346 AVENUE SOUTH LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-168346 AVENUE SOUTH LT

10.1 Joint Marketing Agreement dated January 10, 2011.

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Exhibit 10.1 JOINT MARKETING AGREEMENT This Marketing Agreement (this “Agreement”) is entered into this 10th day of January, 2011 (the “Effective Date”) by and between Avenue South Ltd., with offices at 5 Victory Road, Suffern, New York, United States and Group Consultants Limited, with offices at 3/F, No. 43, Fa Yuen Street, Mongkok, Kowloon, Hong Kong (the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2011 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 333-168346 26-0478989 (State or other jurisdiction of (Commission File Number) (IRS Emp

AVENUE SOUTH LTD. 1,750,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-168346 AVENUE SOUTH LTD. 1,750,000 Shares of Common Stock This prospectus relates to 1,750,000 shares of common stock of Avenue South Ltd. that may be sold from time to time by the selling stockholders named in this prospectus. We will not receive any proceeds from the sales by the selling stockholders. Our common stock is presently not traded

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240-d-2(a) AVENUE SOUTH LTD. (Name of Issuer) C

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240-d-2(a) AVENUE SOUTH LTD. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 05358Q 10 9 (CUSIP Number) Irina Goldman 5 Victory Road Suffern NY 10901 45) 54

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-168346 AVENUE SOUTH

Avenue South Ltd. 5 Victory Road Suffern, NY 10901 October 29, 2010 Mr. H. Christopher Owings Ms. Angie Kim Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Avenue South Ltd. Form S-1/A

Avenue South Ltd. 5 Victory Road Suffern, NY 10901 October 29, 2010 Mr. H. Christopher Owings Ms. Angie Kim Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Avenue South Ltd. Form S-1/A Registration Statement Under the Securities Act of 1933 Registration No. 333168346 Dear Mr. Owings and Ms. Kim: On behalf of Avenue South Ltd. (the “C

EX-10

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM

EX-10 19 ex101.htm EXHIBIT 10.1 Exhibit 10.1 THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES BEIN

AVENUE SOUTH LTD.

EX-4 17 ex45.htm EXHIBIT 4.5 Exhibit 4.5 AVENUE SOUTH LTD. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2010, between AVENUE SOUTH LTD, a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the

Avenue South Ltd.

EX-21 31 exh21.htm EXHIBIT 21 Exhibit 21 Avenue South Ltd. List of Subsidiaries Avenue South Inc.

As filed with the Securities and Exchange Commission on October 26, 2010 Registration No. 333-168346 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

As filed with the Securities and Exchange Commission on October 26, 2010 Registration No.

EX-3

EX-10

EX-3

EX-10

EX-10

EX-3

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM

EX-10 20 ex101.htm EXHIBIT 10.1 Exhibit 10.1 THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES BEIN

EX-3

AVENUE SOUTH LTD.

Exhibit 4.5 AVENUE SOUTH LTD. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2010, between AVENUE SOUTH LTD, a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereto agree as follo

Registration No. 333-168346 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment #4 AVENUE SOUTH LTD. (Exact name of registrant as specifie

Registration No. 333-168346 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment #4 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 5700 26-0478989 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I

Avenue South Ltd.

Exhibit 21 Avenue South Ltd. List of Subsidiaries Avenue South Inc.

EX-3

Avenue South Ltd.

Exhibit 21 Avenue South Ltd. List of Subsidiaries Avenue South Inc.

Avenue South Ltd. 5 Victory Road Suffern, New York 10901 Tel: 845-548-0888 October 12, 2010 By EDGAR Transmission H. Christopher Owings Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Av

Avenue South Ltd. 5 Victory Road Suffern, New York 10901 Tel: 845-548-0888 October 12, 2010 By EDGAR Transmission H. Christopher Owings Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Avenue South Ltd. Amendment No. 2 to Registration Statement on Form S-1 Filed September 14, 2010 File No. 333-168346 Dear Mr. Owings: On behalf of Avenu

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM

Exhibit 10.1 THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES BEING SUBSCRIBED TO MAY NOT BE SOLD,

EX-10

EX-3

Registration No. 333-168346 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment #3 AVENUE SOUTH LTD. (Exact name of registrant as specifie

Registration No. 333-168346 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment #3 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 5700 26-0478989 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I

AVENUE SOUTH LTD.

Exhibit 4.5 AVENUE SOUTH LTD. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2010, between AVENUE SOUTH LTD, a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereto agree as follo

EX-10

EX-3

Avenue South Ltd.

Exhibit 21 Avenue South Ltd. List of Subsidiaries Avenue South Inc.

AVENUE SOUTH LTD.

Exhibit 4.5 AVENUE SOUTH LTD. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2010, between AVENUE SOUTH LTD, a Nevada corporation (the ?Company?), and the investors signatory hereto (each an ?Investor? and collectively, the ?Investors?). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereto agree as follo

EX-10

As filed with the Securities and Exchange Commission on July 28th, 2010 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AV

As filed with the Securities and Exchange Commission on July 28th, 2010 Registration No.

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM

Exhibit 10.1 THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES BEING SUBSCRIBED TO MAY NOT BE SOLD,

EX-3

EX-3

EX-10

Avenue South Ltd. 5 Victory Road Suffern, New York 10901 Tel: 845-548-0888

Avenue South Ltd. 5 Victory Road Suffern, New York 10901 Tel: 845-548-0888 September 13, 2010 By EDGAR Transmission H. Christopher Owings, Assistant Director Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Avenue South Ltd. Registration Statement on Form S-1 Filed July 28, 2010 File No. 333-168346 Dear Mr. Owings: On behalf of Avenue

As filed with the Securities and Exchange Commission on July 28th, 2010 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AV

S-1/A 1 avesouths1amend.htm AMENDMENT As filed with the Securities and Exchange Commission on July 28th, 2010 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVENUE SOUTH LTD. (Exact name of registrant as specified in its charter) Nevada 5700 26-0478989 (State or other jurisdiction of incorporation o

EX-3

EX-3

EX-3

AVENUE SOUTH LTD.

Exhibit 4.5 AVENUE SOUTH LTD. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2010, between AVENUE SOUTH LTD, a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereto agree as follo

EX-10

Avenue South Ltd.

EX-21 9 ex21subsidiarieslist.htm EXHIBIT 21 - LIST OF SUBSIDIARIES Exhibit 21 Avenue South Ltd. List of Subsidiaries Avenue South Inc.

As filed with the Securities and Exchange Commission on July 28th, 2010 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVEN

As filed with the Securities and Exchange Commission on July 28th, 2010 Registration No.

EX-10

EX-3

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM

Exhibit 10.1 THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES BEING SUBSCRIBED TO MAY NOT BE SOLD,

Articles of Incorporation dated July 6, 2007