UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-Q/A
(Amendment No. 1)
☒
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 Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For
the transition period from ___ to ____
Commission
file number 333-214469
BITMIS CORP., now known as
CAMBELL INTERNATIONAL
HOLDING CORP.
(Exact
name of registrant as specified in its charter)
| Nevada | | 98-1310024 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
1-17-1 Zhaojia Road
Xinglongtai District
Panjin City, Liaoning Province
Beijing, PRC 124000
(Address
of principal executive offices, Zip Code)
+85 15842767931
(Registrant’s
telephone number, including area code)
None
(Former
name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | N/A | | N/A |
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No
☐
As of
January 20, 2023, there were 7,250,750 common shares are issued and outstanding.
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended September
30, 2022 of Bitmis Corp. (now known as Cambell International Holding Corp.) (the “Company”), originally filed with the U.S.
Securities and Exchange Commission (“SEC”) on January 27, 2023 (the “Original Report”). The purpose of this Amendment
is to accurately reflect on the cover page of the Original Report that the Company is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The fiscal year in which
the Company’s registration statement was declared effective ended on June 30, 2017. No shares were sold pursuant to that registration
statement. The Company’s reporting obligation under Section 15(d) of the Exchange Act was automatically suspended as of July 1,
2017 as it had fewer than 300 shareholders of record. The Company has been filing periodic reports on a voluntary basis, and continues
to do so.
This Amendment further reflects that the Company
qualifies as an emerging growth company as it consistently has had total annual gross revenues
of less than $1.235 billion and none of the events that would cause termination of its status as an emerging growth company has occurred.
This
Amendment does not amend, modify or otherwise update any other information in the Original Report. In addition, this Amendment does not
reflect events that may have occurred subsequent to the date of the Original Report.
BITMIS
CORP.
QUARTERLY
REPORT ON FORM 10-Q
Table
of Contents
PART
1 – FINANCIAL INFORMATION
Item
1. Financial Statements
The
accompanying interim financial statements of Bitmis Corp. (“the Company”, “we”, “us” or “our”)
have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles
have been condensed or omitted pursuant to such rules and regulations.
The
interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In
the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered
necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
BITMIS
CORP.
CONDENSED
BALANCE SHEETS
(In
U.S. dollars)
| | |
September
30,
2022 | | |
June
30,
2022 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| Total
Assets | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current
Liabilities: | |
| | | |
| | |
| Accounts
payable | |
$ | - | | |
$ | 1,914 | |
| Related
party loans | |
| - | | |
| 7,358 | |
| Total
Current Liabilities | |
| - | | |
| 9,272 | |
| | |
| | | |
| | |
| Total
Liabilities | |
| - | | |
| 9,272 | |
| | |
| | | |
| | |
| Stockholder’s
Deficit: | |
| | | |
| | |
| Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding | |
$ | 10,000 | | |
$ | - | |
| Common stock, par value $0.001; 75,000,000 shares authorized, 6,250,750 shares issued and outstanding as of March 31, 2020 and June 30, 2019 | |
| 6,251 | | |
| 6,251 | |
| Additional
paid in capital | |
| 56,230 | | |
| 31,357 | |
| Accumulated
deficit | |
| (56,230 | ) | |
| (46,880 | ) |
| Total
Stockholder’s Deficit | |
| - | | |
| (9,272 | ) |
| | |
| | | |
| | |
| Total
Liabilities and Stockholder’s Deficit | |
$ | - | | |
| - | |
See
accompanying notes, which are an integral part of these financial statements
BITMIS
CORP.
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
(In
U.S. dollars)
| | |
Three
months
ended
September 30,
2022 | |
| REVENUES | |
$ | - | |
| Gross Profit | |
| - | |
| OPERATING EXPENSES | |
| | |
| General and Administrative Expenses | |
| 9,350 | |
| TOTAL OPERATING EXPENSES | |
| 9,350 | |
| NET LOSS FROM OPERATIONS | |
| | |
| PROVISION FOR INCOME TAXES | |
| - | |
| NET LOSS | |
$ | 9,350 | |
| LOSS PER SHARE: BASIC AND DILUTED | |
| (0.00 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | |
| 6,250,750 | |
See
accompanying notes, which are an integral part of these financial statements
BITMIS
CORP.
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
(In U.S. dollars)
| | |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Stockholder’s
Equity | |
| | |
Shares | | |
Amount | | |
Capital | | |
deficit | | |
(Deficit) | |
| Balance, June 30, 2022 | |
| 6,250,750 | | |
| 6,251 | | |
| 31,357 | | |
| (46,880 | ) | |
| (9,272 | ) |
| Net loss | |
| | | |
| | | |
| | | |
| (9,350 | ) | |
| (9,350 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liabilities assumed by shareholders | |
| | | |
| | | |
| 18,622 | | |
| | | |
| 18,622 | |
| Balance, September 30, 2022 | |
| 6,250,750 | | |
| 6,251 | | |
| 49,979 | | |
| (56,230 | ) | |
| - | |
See
accompanying notes, which are an integral part of these financial statements
BITMIS
CORP.
CONDENSED
STATEMENT OF CASH FLOWS
(Unaudited)
(In
U.S. dollars)
| | |
Three
months
ended
September 30,
2022 | |
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| |
| Net
loss for the period | |
$ | (9,350 | ) |
| Adjustments
to reconcile net loss to net cash (used in) operating activities | |
| | |
| Change
in operating assets and liabilities | |
| | |
| CASH
FLOWS (USED IN) OPERATING ACTIVITIES | |
| (9,350 | ) |
| | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | |
| Proceeds
from related party loans | |
| 9,350 | |
| CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 9,350 | |
| | |
| | |
| NET
INCRASE IN CASH | |
| | |
| Cash,
beginning of period | |
| - | |
| Cash,
end of period | |
$ | - | |
| | |
| | |
| SUPPLMENTAL
CASH FLOW INFORMATION: | |
| | |
| Interest
paid | |
$ | - | |
| Income
taxes paid | |
$ | - | |
See
accompanying notes, which are an integral part of these financial statements
BITMIS
CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
Note 1
– ORGANIZATION AND BUSINESS
Bitmis
Corp. (“the Company”) 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 have been adversely affected and could continue to be adversely affected by the COVID-19
pandemic. Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted the Company’s
abilities to visit and meet clients in China for potential merger and acquisition projects.
The
global economy has also been materially negatively affected by COVID-19 and there is continued severe uncertainty about the duration
and intensity of its impacts. 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, and the duration of, COVID-19 may be
difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the
Company’s ability to access capital, which could negatively affect the Company’s liquidity.
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.
The
Company has been dormant since July, 2020.
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. Upon his appointment all former officers and directors of the Company resigned.
Note
2 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date
of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of Septembe3 30,
2022, the Company had a working capital deficit of $nil, due to liabilities assumed by the shareholder (please see note 4 for more details)
and an accumulated deficit of $56,230.
The
Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can
be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company
will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically,
the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to
raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be
required to continue to do so until its revenues support its operations.
The
Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances
the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company
on acceptable terms or at all.
Note
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”)
“FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in
conformity with generally accepted accounting principles (“GAAP”) in the United States.
Principles
of consolidation
The
consolidated financial statements include the financial statements of all the subsidiaries. All inter-company transactions and balances
have been eliminated upon consolidation.
Use
of estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the calculation of stock-based compensation, and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Management
makes these estimates using the best information available at the time the estimates are made; however actual results could differ from
those estimates. Significant items subject to such estimates and assumptions include valuation of inventory, and recoverability of carrying
amount and the estimated useful lives of long-lived assets.
Cash
and cash equivalents
Cash
and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted
as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. As of June 30, 2022,
the Company had no cash on hand.
Income
taxes
The
Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities.
The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or
circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability
under audit.
Net
Loss per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”)
calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares
and dilutive common share equivalents outstanding.
Recent
Accounting Pronouncements
There
are no recent accounting pronouncements that impact the Company’s operations.
Note
4 – RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
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
“Shares”) of Bitmis Corp., a Nevada corporation (the “Company”), were transferred from Custodian Ventures LLC,
a Wyoming limited liability company, to Yuan Xiaoyan (the “Purchaser”). The
transaction contemplated in the SPA closed on the same day (the “Closing”) subject to certain post-closing delivery as set
forth in the SPA. In connection with the SPA, on the same day, the Company and Custodian agreed that the liabilities would fully assumed
by Custodian, as of September 22, 2022, with amount of $18,622 as part of the transaction terms.
As
of September 30 and June 30, 2022, the company had nil and $1,914 in accounts payable. Besides, as of September 30 and June 30,
2022, the Company had nil and $7,358 in interest- free related party loans.
Note
5 – STOCKHOLDERS’ EQUITY
The
Company has 75,000,000, $0.001 par value shares of common stock authorized. There were 6,250,750 shares of common
stock issued and outstanding as of September 30, 2022.
Additionally,
the Company’s issued capital stock of Preferred Shares consists of 10,000,000 shares of Series A Preferred stock was issued to
Custodian Ventures, LLC on July 20, 2022 as compensation for the funding it has provided to the Company.
Note
6 – COMMITMENTS AND CONTINGENCIES
The
Company did not have any contractual commitments as of September 30, 2022.
Note
7 – SUBSEQUENT EVENT
On
December 30, 2022, the Company entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International
Holding Limited (“Cambell International”), a limited liability company incorporated in British Virgin Islands on September
23, 2020 and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all the issued and outstanding
capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the
“Shares”) of the Company’s common stock and the transfer by Ms. Xiaoyan to the Cambell Shareholders of 9,000,000 shares
of our Series A Preferred Stock owned by her (“Reverse Acquisition”). The Reverse Acquisition was closed on December 30,
2022.
ITEM
2. MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
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 β -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.
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
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM
4. CONTROLS AND PROCEDURES
Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An
evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures as of September 30, 2022. Based on that evaluation, our management concluded that our disclosure
controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms.
Changes
in Internal Controls over Financial Reporting
There
was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that
has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We are not
involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
ITEM
1A. RISK FACTORS
Not Applicable
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM
3. DEFAULTS UPON SENIOR SECURITES
None
ITEM
4. MINE SAFETY DISCLOSURES.
None
ITEM
5. OTHER INFORMATION
Changes
in Control of Registrant
As
stated above, on September 22, 2022, as a result of a private transaction 10,000,000 Preferred Shares of the Company were transferred
from CV to Yuan Xiaoyan. As a result, Ms. Xiaoyan became the holder of 90% of the voting rights of the issued and outstanding share capital
of the Company.
On
September 22, 2022, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer,
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, Yuan Xiaoyan consented to act as the new Chief Executive Officer, President, Chief Financial Officer,
and a Director of the Company.
ITEM
6. EXHIBITS
The following exhibits are included as part of this report:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Beijing, China on November 9, 2023.
| |
|
CAMBELL INTERNATIONAL HOLDING CORP.,
formerly known as BITMIS CORP. |
| |
|
|
| November
9, 2023 |
|
By: |
/s/ Sun Xiuzhi |
| Date |
|
|
Sun Xiuzhi, Chief Executive
Officer |
| |
|
|
(Principal Executive
Officer) |
| |
|
|
|
| November 9, 2023 |
|
By: |
/s/ Sun Xiuzhi |
| Date |
|
|
Sun Xiuzhi, Chief Financial
Officer |
| |
|
|
(Principal Financial
and Accounting Officer) |
14
2023
CT
NONE
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In connection with this Amendment
No. 1 to Quarterly Report of Cambell International Holding Corp. (the “Company”) on Form 10-Q/A for the quarter ended September
30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiuzhi Sun, Chief Executive
Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
