FORWARD LOOKING STATEMENT NOTICE
The following discussion of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes, and other financial information included in this Form 10-Q and our
financial statements and notes thereto included in our annual report on Form
10-K for the fiscal year ended June 30, 2022 (the "2022 Form 10-K").
Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking. Words such as
"anticipates," "expects," "intends," "plans," "predicts," "potential,"
"believes," "seeks," "hopes," "estimates," "should," "may," "will," "with a view
to" and variations of these words or similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to risks, uncertainties and assumptions that
are difficult to predict. Forward-looking statements are, by their very nature,
uncertain and risky. These risks and uncertainties include international,
national, and local general economic and market conditions; our ability to
sustain, manage, or forecast growth; our ability to successfully make and
integrate acquisitions; new product development and introduction; existing
government regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
change in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; the risk of foreign currency exchange rates; and other risks that
might be detailed from time to time in our filings with the Securities and
Exchange Commission. For more information, see our discussion of risk factors
located at Part I, Item 1A of our 2019 Form 10-K.
Although the forward-looking statements in this Report reflect the good faith
judgment of our management, such statements can only be based on facts and
factors currently known by them. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. You are urged to carefully review and consider
the various disclosures made by us in this report as we attempt to advise
interested parties of the risks and factors that may affect our business,
financial condition, and results of operations and prospects.
Financial information contained in this quarterly report and in our unaudited
interim financial statements is stated in United States dollars and are prepared
in accordance with United States generally accepted accounting principles.
OVERVIEW
Bitmis Corp. ("the Company," "we," "us" or "our") was founded in the State of
Nevada on June 6, 2016. The Company originally intended to commence operations
in the business of consulting in Thailand but it was not successful. On
February 24, 2020, Anna Varlamova, the president, treasurer, secretary and
director of Bitmis Corp. sold 5,000,000 shares of the Company's common stock,
representing 80% of the total issued and outstanding shares of common stock of
the Company, in a private transaction (the "Transaction") to Li Wen Chen, Bi
Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen for
an aggregate purchase price of $395,000 (the "Purchase Price"). Li Wen Chen, Bi
Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai, and Zhong Xiong Chen
(collectively, the "Purchasers") purchased, respectively, 1,250,000 shares,
1,000,000 shares, 1,000,000 shares, 750,000 shares, 500,000 shares and 500,000
shares of the common stock of the Company from Anna Varlamova. The share
ownership of Li Wen Chen, Bi Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia
Mai and Zhong Xiong Chen represents, respectively, 20%, 16%, 16%, 12%, 8% and 8%
of the total issued and outstanding shares of common stock of the Company.
In December 2019, a novel strain of coronavirus, causing a disease referred to
as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19
has spread all over China and many other countries in the world. In March 2020,
the World Health Organization declared the COVID-19 outbreak a pandemic.
The Company's business and results of operations were adversely affected and
continued to be adversely affected by the COVID-19 pandemic. Quarantines, travel
restrictions, shelter-in-place and other restrictions related to COVID-19
impacted the Company's abilities to visit and meet clients in China for
potential merger and acquisition projects.
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The global economy was also materially negatively affected by COVID-19 and there
remains continued severe uncertainty about the duration and intensity of its
impacts. As of the date of this Quarterly Report, the Chinese and global growth
forecast is extremely uncertain, which could seriously affect people's
investment desires in China and internationally. While the potential economic
impact brought by COVID-19 may be difficult to assess or predict, the continued
existence of COVID-19 or any of its variants could result in significant
disruption of global financial markets, reducing the Company's ability to access
capital and negatively affect the Company's liquidity.
Resignations and Appointments
On July 8, 2020, the Board of Directors received a resignation letter from Mr.
Zhong Xiong Chen, a member of the Board, effective on July 8, 2020. Mr. Chen
indicated that his resignation was due to personal reasons. On July 8, 2020, the
Board received a resignation letter from Ms. Li Wen Chen, a member of the Board
and Chief Financial Officer of the Company, effective on July 8, 2020. Ms. Chen
indicated that her resignation was due to personal reasons.
Thus, the Company has been dormant since July 2020.
Custodianship and Changes in Control of Registrant
On April 12, 2022, the Eighth Judicial District Court in Clark County, Nevada
Case No: A-22-849683-B appointed Custodian Ventures, managed by David Lazar, as
the Company's custodian. On December 9, 2021, Mr. Lazar was appointed as the
sole executive officer, Chief Executive Officer, and director.
On September 22, 2022, as a result of a private transaction 10,000,000 shares of
Series A Preferred Stock, $0.001 par value per share (the "Preferred Shares") of
the Company were transferred from Custodian Ventures LLC, a Wyoming limited
liability company ("CV") to Yuan Xiaoyan. As a result, Ms. Yuan Xiaoyan became
the holder of 90% of the voting rights of the issued and outstanding share
capital of the Company. The consideration paid for the Shares was $430,000.
As a result of the transfer of the Preferred Shares from CV to Ms. Yuan Xiaoyan,
on September 22, 2022, David Lazar resigned as the sole executive officer and
director. Accordingly, Mr. Lazar ceased to be the Company's Chief Executive
Officer, Chief Financial Officer, President, Treasurer, Secretary and a
Director. At the effective date of the transfer of the Preferred Shares, Ms.
Yuan Xiaoyan consented to act as the new Chief Executive Officer, President,
Chief Financial Officer, and a Director of the Company.
On December 30, 2022, as a result of the completion of the reverse acquisition
with Cambell International, Ms. Yuan Xiaoyan resigned from all of her roles at
the Company, and Ms. Sun Xiuzhi was appointed as our Chief Executive Office,
Chief Financial Officer, Chairman and Director of the board.
Yuan Xiaoyan. Chief Executive Officer, President, Chief Financial Officer,
President, Chief Financial Officer, Chairman and Director of the Board, from
September 22, 2022 through December 30, 2022.
Ms. Xiaoyan Yuan, age 34 graduated from Haibin College, Beijing Jiaotong
University. From 2013 to 2016, she served as the administrative officer of
United Business Association Beijing Representative Office, assisting in the
preparation of various meetings and documents, and maintaining close contact
with member units. From 2016 to 2020, she worked as the project manager of China
Enterprise Finance (Beijing) Investment Fund Co., LTD., responsible for the
implementation of the matters in the establishment and operation of the fund,
the post-investment tracking of the invested projects, and the regular analysis
of the fund and project ROI and valuation changes. From 2020 to 2022, she served
as the assistant to the Chairman of the overseas listing group of small and
medium-sized enterprises, mainly engaged in listing advisory services, and
responsible for assisting enterprises to complete various preparations before
listing.
Ms. Sun Xiuzhi, Chief Executive Officer, Chief Financial Officer, Chairman and
Director of the Board, starting from December 30, 2022
Ms. Xiuzhi has served as the Company's Chief Executive Office, Chief Financial
Officer and Director since the closing of the Reverse Acquisition on December
30, 2022. Since 2015 she has served as the Chairperson of Liaoning Kangbaier
Biotechnology Development Co., Ltd, a company she founded which is focus on the
research and development of technology related to natural ? -carotene extraction
as well as the commercialization of products derived from such technology. Ms.
Xiuzhi attended Shenyang University of Technology where she received a degree in
September 2015.
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CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, the Company is a "shell company" under
the federal securities laws. The Company has essentially no operating assets and
its business strategy is primarily identifying new business and investment
opportunities. Since the transfer of Preferred Shares to and appointment of Ms.,
Yuan Xiaoyan as sole executive officer and director, the Company has been
exploring strategic alternatives to maximize shareholder value by seeking
business acquisition opportunities, a merger with another company, or other
similar actions. In furtherance of these efforts, we have been engaged in
discussions and negotiations with LiaoNing KangBaiEr Biotechnology Development
Co., Ltd. ("LKBD"), an entity organized in the Peoples Republic of China
("China"), whose primary business involves the manufacture and sale of a health
supplement and related products based upon carotene in China.
In relation to pursuing such strategic alternatives and new business acquisition
opportunities, including the one referred to in the previous sentence, the
Company may suffer material adverse financial conditions in the event: (i) the
Company is not able to consummate any transaction with LKBD or be able to find
other suitable acquisition candidates; and (ii) the Company is unable to
identify a profitable new line of business or deploy successfully our resources
to operate profitably in such line of business.
The Company will face substantial competition in our efforts to identify and
pursue a new business venture. The primary source of competition is expected to
be from other companies organized and funded for similar purposes, including
small venture capital firms, blank check companies, and wealthy investors, many
of which may have substantially greater financial and other resources than we
do. In light of our limited financial and human resources, the Company is at a
competitive disadvantage compared to many of its competitors in its efforts to
obtain an operating business or assets necessary to commence operations in a new
field. Additionally, with the economic downturn caused by the coronavirus
pandemic and inflationary pressures, many venture capital firms and similar
firms and individuals have been seeking to acquire businesses at discounted
rates. Therefore, the Company currently faces additional competition and
resultant difficulty obtaining a business. The Company expects these conditions
to persist at least until the economy recovers. Further, even if the Company is
successful in obtaining a business or assets for new operations, the Company
expects there to be enhanced barriers to entry in the marketplace in which it
decides to operate as a result of reduced demand and/or increased raw material
costs caused by the pandemic, inflationary pressures and other economic forces
that are beyond our control.
RESULTS OF OPERATIONS
Three Month Period Ended September 30, 2022
Revenue. We did not generate any revenue during the three month period ended
September 30, 2022 or fiscal year ended June 30, 2022.
Operating expenses: During the three month period ended September 30, 2022, the
Company incurred operating expenses in the amount of $9,350. Operating expenses
primarily includes professional fees.
Net loss. Thus, this resulted in a net loss of $9,350 or ($0.00) per share for
the three month period ended September 30, 2022. The weighted average number of
shares outstanding was 6,250,750 for both the three month period ended September
30, 2022, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Three Month Period Ended September 30, 2022
As of September 30, 2022, total assets were $nil and our total liabilities were
$nil due to lialblities assumed by the shareholder.
Stockholders' deficit increased from $56,230 as of September 30, 2022.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements during the three month period ended
September 30, 2022 that have, or are reasonably likely to have, a current or
future effect on our financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to our interests
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BITMIS CORP. 