Attached files
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| EX-32.1 - BITMIS CORP. | f10kcertification321.htm |
| EX-31.1 - BITMIS CORP. | f10kcertification311.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2017
[ ] 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.
(Exact name of registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation or Organization) | |
98-1310024 IRS Employer Identification Number | |
8748 Primary Standard Industrial Classification Code Number | |
None | |
Securities registered under Section 12(b) of the Exchange Act | |
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None | |
Securities registered under Section 12(g) of the Exchange Act | |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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| Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Nox
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,250,750 common shares issued and outstanding as of June 30, 2017.
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TABLE OF CONTENTS
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PART I |
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Item 1. | Description of Business. | 4 |
Risk Factors. | 6 | |
Item 1B. | Unresolved Staff Comments. | 6 |
Item 2 | Properties. | 6 |
Item 3. | Legal proceedings. | 6 |
Item 4. | Mine Safety Disclosures. | 6 |
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PART II |
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Item 5. | Market for Common Equity and Related Stockholder Matters. | 7 |
Item 6. | Selected Financial Data. | 7 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 9 |
Item 8. | Financial Statements and Supplementary Data. | 9 |
Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 17 |
Item 9A (T). | Controls and Procedures | 17 |
Item 9B. | Other Information. | 18 |
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PART III |
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Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 19 |
Item 11. | Executive Compensation. | 20 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 21 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 21 |
Item 14. | Principal Accounting Fees and Services. | 22 |
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PART IV |
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Item 15. | Exhibits | 22 |
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Signatures |
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PART I
Item 1. Description of Business
Forward-looking statements
Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Description of business
We intend to commence operations in the business of consulting in Thailand. Our company plans to provide business consulting services entities and individuals in Thailand. We offer the following set of services: investment portfolio formation, crediting, tax planning, obtaining the certificate of the Board of Investment of Thailand (BOI), legal services.
Our principal office address is located at Unit No. 5784, 152 Chartered Square Building, 212/19, Bangkok, Thailand 10500. Our telephone number is (702) 605-0123. Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We have generated $10,500 of revenue. It is likely that we will not be able to achieve profitability and would be forced to cease operations due to the lack of funding.
Consulting service
We plan to offer the following services:
1) Investment Portfolio
Investment portfolio is the collection of assets in Thailand, which may include real estate, business, stocks, property rights - depending on the size of investment and the financial and business goals.
According to this service, we help to our potential clients to find the best solution of investment in Thai market. We plan to commence this service first.
2) Crediting
There are a number of non-bank financial institutions in Thailand, where a foreigner can get a loan to purchase a new apartment, as well as the loan secured by existing real estate.
According to this service, we help to our customers to find out the lowest banks’ interest rates and the optimal credit terms in Thailand.
We offer our assistance in obtaining a turnkey loan, from the selection of a finance company, and till the getting the funds.
3) Tax Planning
We plan to provide our clients with full information on current tax rates, tax incentives and promotion, as well as provide update information on changes in tax legislation.
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4) Obtaining the certificate of the Board of Investment of Thailand (BOI)
Evaluation of economic activity for the right to receive the BOI benefits. The choice of form of business organization, the location of the factory (in the industrial area, or as a single object), consultations on the volume of possible tax, customs and institutional privileges for the particular type of business. Preparation of applications for the BOI privileges and business plan development. Submission of application to the BOI. Assistance during the application consideration process: preparation and submission of explanations and additional information to the BOI, interaction with the department responsible for the particular type of business, the representation the clients' interests in all aspects in during the application consideration process. Obtaining of the BOI certificate and accompanying documents, translation into customers’ language. Further support of the company after the BOI certificate is received (registration, obtaining business licenses, obtaining visas and work permits for employees of the company, accounting services, legal support of the company).
5) Legal services
We provide a full range of legal services that may be required in Thailand, as well as perform all the necessary preparatory works that need to be done in order to register business, buy real estate or start partnerships. We plan to hire a Law Company in Thailand on outsource basis to provide this type service.
Marketing
We plan on using various marketing tools to promote our services. We’re planning for our key marketing strategy to be based on Internet marketing, direct sales, presentations, participation in exhibitions, and also on publications in various mass media outlets and special catalogs. We intend for one of our promotion tools to be the creation of a website, on which we’ll place a detailed description of our services. Since the website will be a hallmark for our company, we’ll attract professional developers who will be able to create a professional website using modern web programming technology. A forum and chat will also be organized on our website to make direct contact with our potential clients. We’re planning to create a multi-language website, although the most popular languages will be English, Spanish, German and Chinese.
Our website is needed for promotion, so we’re planning to actively use Search Engine Optimization services, as well as contextual advertising on the most popular search engines.
In addition to creating the website, we plan to create pages on social networking sites such as Google, Tweeter, Instagram and Facebook. This way we’ll be able to touch on all categories of potential clients and promptly convey our information to them regarding our services and offers.
We also intend to participate in different exhibits and events associated with the consulting business. Our potential clients will be able to ask us questions and find out more about our approach to providing our services, and about the opportunities we’re prepared to provide in Thailand.
In our promotion we intend to use direct sales tools. Our employees will contact new and old clients, offering them the full spectrum of our services.
Clients
Our service targets individuals and legal entities that wish to start their business activity in Thailand.
We project that our services will be interesting to the clients worldwide because many companies and individuals are interested in business development in Thailand.
Competition
Currently, the market of consulting services in Thailand is quite actively developed. Presently, there are many companies that render similar services. We estimate the market of business consulting service in Thailand as low development market. We believe that the market has potential of growth especially for foreign investments. There are many companies which provide similar service separately (investment brokers, lawyers etc). However, in our personal estimation, there are lack of companies that offer complex of consulting service. We see our competitive advantages in complex of consulting service from “business idea” to “realization” and clients’ support on every step of its business development. We also see an advantage in our president's and director's business experience. She speaks foreign languages which helps her to find appropriate approach to our potential customers. In order to take up a more beneficial position on this market, we offer to organize a complex service approach, that is, to offer a service package from which the client could choose the best one. Moreover, we see an advantage in working remotely with the client.
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Revenue
We plan to receive our revenue from our potential clients for providing our services. We plan to offer our service on the hourly basis. We estimate our consulting service for $50 per hour.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs, a judgment could be rendered against us that could cause us to cease operations.
Employees Identification of Certain Significant Employees.
We are a startup company and currently have one employee only - Anna Varlamova, our president, treasurer, secretary and director. We intend to hire employees on an as needed basis.
Offices
Our business office is located at Unit No. 5784, 152 Chartered Square Building, 212/19, Bangkok, Thailand 10500. This is the office provided by our President and Director, Anna Varlamova. We do not pay any rent to Ms. Varlamova and there is no agreement to pay any rent in the future. There is no any agreement with Ms. Varlamova and she is free to discontinue providing the office space gratuitously at any time and without notice. Our telephone number is (702) 605-0123.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact on the way we conduct our business. We and our employees do not need any specific licenses or authorizations to provide our business consulting service. Nevertheless, our freelance lawyers have to be registered and licensed as the lawyers by the Law Society of Thailand. We also plan to hire consultans with the minimum 5 years of professional activity and work experience.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of June 30, 2017, no shares of our common stock have traded
Number of Holders
As of June 30, 2017, the 6,250,750 issued and outstanding shares of common stock were held by a total of 35 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended June 30, 2017 and 2016.
Recent Sales of Unregistered Securities
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On June 28, 2016, the Company issued 5,000,000 shares of common stock to a director for cash proceeds of $5,000 at $0.001 per share.
In April 2017, the Company issued 820,000 shares of common stock for cash proceeds of $16,401 at $0.02 per share.
In May 2017, the Company issued 165,750 shares of common stock for cash proceeds of $3,315 at $0.02 per share.
In June 2017, the Company issued 265,000 shares of common stock for cash proceeds of $5,300 at $0.02 per share.
There were 6,250,750 shares of common stock issued and outstanding as of June 30, 2017.
Purchase of our Equity Securities by Officers and Directors
On June 28, 2016, the Company offered and sold 5,000,000 restricted shares of common stock to our president and director, Anna Varlamova, for a purchase price of $0.001 per share, for aggregate offering proceeds of $5,000, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.
Other Stockholder Matters
None.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for the year ended June 30, 2017 and June 30, 2016:
Revenue
For the year ended June 30, 2017 and June 30, 2016 the Company generated total revenue of $10,500 and $0 from selling products to the customer.
Operating expenses
Total operating expenses for the year ended June 30, 2017 and June 30, 2016 were $12,663 and $941. The operating expenses for the year ended June 30, 2017 included bank charges of $688; depreciation expense of $375; audit fees of $6,300; legal expense of $2,500 and consulting fees of $2,800.
Net Loss
The net loss for the year ended June 30, 2017 and June 30, 2016 was $2,163 and $941 accordingly.
Liquidity and Capital Resources and Cash Requirements
At year ended June 30, 2017, the Company had cash of $37,978 ($5,100 as of June 30, 2016). Furthermore, the Company had a working capital profit of $24,287 ($3,959 as of June 30, 2016). The increase in working capital is attributed to sale of stock.
During the year ended June 30, 2017, the Company used $9,862 of cash in operating activities due to its net loss and increase in customers deposit of $8,650, increase in accounts payable of $3,000 and depreciation of $375.
During the year ended June 30, 2017 the Company used $3,000 of cash in investing activities.
During the year ended June 30, 2017, the Company generated $26,016 of cash in financing activities.
We cannot guarantee that we will manage to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.
As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company’s sole officer and director, Anna Varlamova, has concluded a verbal agreement with the Bitmis Corp. in order to fund completion of the registration process and to maintain the reporting status with SEC.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
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Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
Off-Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
BITMIS CORP.
FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2017 AND JUNE 30, 2016
Table of Contents
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Report of Independent Registered Public Accounting Firm |
| 10 |
Condensed Balance Sheets as of June 30, 2017 and June 30, 2016 |
| 11 |
Condensed Statements of Operations for the year ended June 30,2017 |
| 12 |
Statement of Stockholders’ Equity as of June 30, 2017 |
| 13 |
Condensed Statements of Cash Flows for the year ended June 30, 2017 |
| 14 |
Notes to Financial Statements |
| 15 |
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MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Bitmis Corp.
We have audited the accompanying balance sheets of Bitmis Corp. as of June 30, 2017 and the related statements of operations, changes in stockholder’s equity and cash flows for the period then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Bitmis Corp. as of June 30, 2016, were audited by other auditors whose report dated November 7, 2016, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Bitmis Corp. for the year ended June 30, 2017 and the results of its operations and cash flows for the period then ended in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements the Company has limited operations and has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
Seattle, Washington
October 10, 2017
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BITMIS CORP.
Balance sheets
JUNE 30, 2017
(Audited)
ASSETS |
| June 30, 2017 | June 30, 2016 |
Current Assets |
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Cash and cash equivalents | $ | 37,978 | $ 5,100 |
Total Current Assets |
| 37,978 | 5,100 |
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Fixed Assets |
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Equipment, net | $ | 2,625 | $ - |
Total Fixed Assets |
| 2,625 | - |
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Total Assets | $ | 40,603 | $ 5,100 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Liabilities |
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Current Liabilities |
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Accounts Payable | $ | 3,000 | $ - |
Customers Deposit |
| 8,650 | - |
Related Party Loans |
| 2,041 | 1,041 |
Total Current Liabilities |
| 13,691 | 1,041 |
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Total Liabilities | $ | 13,691 | 1,041 |
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Stockholder’s Equity |
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Common stock, par value $0.001; 75,000,000 shares authorized, 6,250,750 and 5,000,000 shares issued and outstanding |
| 6,251 | 5,000 |
Additional paid in capital |
| 23,765 | - |
Accumulated deficit |
| (3,104) | (941) |
Total Stockholder’s Equity |
| 26,912 | 4,059 |
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Total Liabilities and Stockholder’s Equity | $ | 40,603 | $ 5,100 |
See accompanying notes, which are an integral part of these financial statements
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BITMIS CORP.
Statement of operations
YEAR ENDED JUNE 30, 2017
(Audited)
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| Year ended June 30, 2017 | Year ended June 30, 2016 |
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REVENUES | $ | 10,500 | - |
Gross Profit |
| 10,500 | - |
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OPERATING EXPENSES |
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General and Administrative Expenses |
| 12,663 | 941 |
TOTAL OPERATING EXPENSES |
| (12,663) | (941) |
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NET INCOME (LOSS) FROM OPERATIONS |
| (2,163) | (941) |
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PROVISION FOR INCOME TAXES |
| - | - |
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NET INCOME (LOSS) | $ | (2,163) | (941) |
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NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.00) | (0.00) |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
| 5,191,890 | 5,000,000 |
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See accompanying notes, which are an integral part of these financial statements
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BITMIS CORP. Statement of Changes in Stockholder’s Equity AS OF JUNE 30, 2017 | |||||
| Common Stock | Additional Paid-in |
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| Shares | Amount | Capital | Retained Deficit | Equity |
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Inception, June 6, 2016 | - | $ - | $ - | $ - | $ - |
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Shares issued for cash at $0.001 per share on June 28, 2016 | 5,000,000 | 5,000 | - | - | 5,000 |
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Net loss for the period ended June 30, 2016 | - | - | - | (941) | (941) |
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Balance, June 30, 2016 | 5,000,000 | $ 5,000 | $ - | $ (941) | $ 4,059 |
Shares issued for cash | 1,250,750 | 25,016 | - | - | 25,016 |
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Net loss for the period ended June 30, 2017 | - | - | - | (2,163) | (2,163) |
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Balance, June 30, 2017 | 6,250,750 | $ 30,016 | $ - | $ (3,104) | $ 26,912 |
See accompanying notes, which are an integral part of these financial statements
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BITMIS CORP.
Statement of cash flows
YEAR ENDED JUNE 30, 2017
(Audited)
| Year ended June 30, 2017 | Year ended June 30, 2016 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss for the period | $ (2,163) | $ (941) |
Adjustments to reconcile net loss to net cash (used in) operating activities |
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Increase in Depreciation | 375 | - |
Increase in Accounts Payable | 3,000 | - |
Increase in Customers Deposit | 8,650 | - |
CASH FLOWS USED IN OPERATING ACTIVITIES | 9,862 | (941) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of equipment | (3,000) | - |
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | (3,000) | - |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from sale of common stock | 25,016 | 5,000 |
Related Party Loans | 1,000 | 1,041 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 26,016 | 6,041 |
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NET INCREASE IN CASH | 32,878 | 5,100 |
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Cash, beginning of period | 5,100 | - |
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Cash, end of period | $ 37,978 | $ 5,100 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Interest paid | $ 0 | $ 0 |
Income taxes paid | $ 0 | $ 0 |
See accompanying notes, which are an integral part of these financial statements
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BITMIS CORP.
Notes to the unaudited financial statements
JUNE 30, 2017
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Bitmis Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on June 6, 2016. We just recently started our operations. We intend to commence operations in the business of consulting in Thailand. Our company plans to provide business consulting services entities and individuals in Thailand. We offer the following set of services: investment portfolio formation, crediting, tax planning, obtaining the certificate of the Board of Investment of Thailand (BOI), legal services. Our office location is Unit No. 5784, 152 Chartered Square Building, 212/19, 10500 Bangkok, Thailand.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had accumulated deficit of $3,104 as of June 30, 2017. The Company currently has loses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s yearend is June 30.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $37,978 of cash as of June 30, 2017.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of PC is 5 years Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
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BITMIS CORP.
Notes to the unaudited financial statements
JUNE 30, 2017
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. As of June 30, 2017 the Company has generated revenue of $10,500.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of June 30, 2017 there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of June 30, 2017 were no differences between our comprehensive loss and net loss.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
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BITMIS CORP.
Notes to the unaudited financial statements
JUNE 30, 2017
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 4 – LOAN FROM DIRECTOR
As of March 31, 2017, our sole director has loaned to the Company $2,041. This loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $2,041 as of June 30, 2017 and $1,041 as of June 30, 2016.
Note 5 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On June 28, 2016 the Company issued 5,000,000 shares of common stock to a director for cash proceeds of $5,000 at $0.001 per share.
In April 2017, the Company issued 820,000 shares of common stock for cash proceeds of $16,401 at $0.02 per share.
In May 2017, the Company issued 165,750 shares of common stock for cash proceeds of $3,315 at $0.02 per share.
In June 2017, the Company issued 265,000 shares of common stock for cash proceeds of $5,300 at $0.02 per share.
There were 6,250,750 shares of common stock issued and outstanding as of June 30, 2017.
Note 6 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, Anna Varlamova, has agreed to provide her own premise under office needs. She will not take any fee for these premises, it is for free use.
Note 7 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2017 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A(T) Controls and Procedures
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2017 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2017, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.
We did not maintain appropriate cash controls – As of June 30, 2017, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3.
We did not implement appropriate information technology controls – As at June 30, 2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2017 based on criteria established in Internal Control- Integrated Framework issued by COSO.
System of Internal Control over Financial Reporting
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 June 30, 2017. 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 Control 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.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
The name, age and titles of our executive officers and director are as follows:
Name and Address of Executive Officer and/or Director | Age | Position |
Anna Varlamova Unit No. 5784, 152 Chartered Square Building, 212/19, Bangkok, Thailand 10500 | 28 | President, treasurer, secretary and director (Principal Executive, Financial and Accounting Officer) |
Anna Varlamova has acted as our President, Treasurer, Secretary and Director since we incorporated on June 6, 2016. Ms. Varlamova owns 79.99% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Varlamova was going to be our President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, and main member of our board of directors. Ms. Varlamova graduated from Rostov State University (Russia), Faculty of Economics in 2011. Since 2011 untill 2013 she worked as sales manager in “Nestle S.A.” From 2013 till 2015 she established her own business and developed net of cafe-bakereys “Pekarius” in Moscow. Since 2015 she has been working as independent business consultant in Thailand. Since 2015, she has been obtaining a MBA in Business Consulting (Bangkok School of Management). She studied investment opportunities, tax and legal regulations in Thailand. In January 2016 - February 2016, she had the training course, runed by the Institute of Law Practice Training of the Law Society of Thailand (90 hours). Ms. Varlamova consulted private investors and offered them her service as freelance independent business consultant. She was responsible for the searching of the investment opportunities in Thailand. For more than one year of practice on Thai consulting market, she developed her own approach to business consulting service in Thailand. We believe that Ms. Varlamova’s specific experience, qualifications and skills and more than 5 years of management experience will enable her to develop our business.
During the past ten years our President, Secretary, Treasurer and Director, Ms. Varlamova has not been the subject to any of the following events:
1.
Any bankruptcy petition filed by or against any business of which Ms. Varlamova was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2.
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3.
An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Varlamova’s involvement in any type of business, securities or banking activities.
4.
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5.
Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
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TERM OF OFFICE
Our Director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.
DIRECTOR INDEPENDENCE
Our Board of Directors is currently composed of one member, Anna Varlamova, who does not qualify as an independent director. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.
Item 11. Executive Compensation
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer as of June 30, 2017:
Summary Compensation Table
Name and Principal Position | Period | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | All Other Compensation ($) | Total ($) |
Anna Varlamova, President, Secretary, Director and Treasurer | June 30, 2017 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
There are no current employment agreements between the Company and its Officer.
Ms. Varlamova currently devotes approximately twenty hours per week to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.
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Director Compensation
The following table sets forth director compensation as of June 30, 2017:
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 30, 2017 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of class |
Common Stock | Anna Varlamova Unit No. 5784, 152 Chartered Square Building, 212/19, Bangkok, Thailand 10500 | 5,000,000 shares of common stock (direct) | 79.99% |
(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of June 30, 2017, there were 6,250,750 shares of our common stock issued and outstanding.
Item 13. Certain Relationships and Related Transactions
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Anna Varlamova will not be paid for any underwriting services that she performs on our behalf with respect to this offering.
Other than Ms. Varlamova’ purchase of founders shares from the Company as stated below, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Ms. Varlamova, directly or indirectly, from the Company.
On June 28, 2016, we issued a total of 5,000,000 shares of restricted common stock to Anna Varlamova, our president, treasurer, secretary and director in consideration of $5,000. Further, Ms. Varlamova has advanced funds to us. As of June 30, 2017, Ms. Varlamova has advanced to us $2,041. Ms. Varlamova will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Varlamova. Ms. Varlamova will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. There is no assurance that we will ever generate sufficient revenues from our operations. The obligation to Ms. Varlamova does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Varlamova or the repayment of the funds to Ms. Varlamova. The entire transaction was oral. We have a verbal agreement with Ms. Varlamova that, if necessary, she will loan the Company funds to complete the registration process.
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Item 14. Principal Accountant Fees and Services
During fiscal year ended June 30, 2017, we incurred approximately $6,300 in fees to our principal independent accountants for professional services rendered in connection with the audit of our June 30, 2016 financial statements and for the reviews of our financial statements for the quarters ended September 30, 2016, December 31, 2016, and March 31, 2017.
PART IV
Item 15. Exhibits
The following exhibits are included as part of this report by reference:
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31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
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32.1 |
| Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City Bangkok, Thailand, on October 13, 2017.
| BITMIS CORP. | |||
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| By: | /s/ | Anna Varlamova |
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| Name: | Anna Varlamova |
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| Title: | President, treasurer, secretary and director | |
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| (Principal Executive, Financial and Accounting Officer) | |
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