BITMIS CORP. Overview
OnDecember 30, 2022 , we entered into a share exchange agreement (the "Share Exchange Agreement") with (i)Cambell International Holding Limited ("Cambell International "), a limited liability company incorporated in theBritish Virgin Islands onSeptember 23, 2020 ; and (ii) the shareholders ofCambell International (the "Cambell Shareholders") to acquire all of the issued and outstanding capital stock ofCambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the "Shares") of our common stock and the transfer by Ms.Xiaoyan Yuan , who was, at the time, our sole officer and director and the holder of 90% of the voting rights in our Company, to the Cambell Shareholders of 9,000,000 shares of our Series A Preferred Stock owned by her (the "Reverse Acquisition"). The Reverse Acquisition was closed onDecember 30, 2022 . As a result of the Reverse Acquisition,Cambell International became our wholly-owned subsidiary. Following the consummation of the Reverse Acquisition, we engage in the research and development of extraction processes of natural ? -carotene, the planting and harvesting of raw materials and the production, distribution, marketing and sales of natural ? -carotene health food products through ourChina -based VIE and its subsidiaries. Natural ? -carotene is a safe source of vitamin A which is an essential nutrient important for vision, growth, cell division, reproduction and immunity as well as containing antioxidant properties which offer protection from diabetes, heart disease and cancer. Through our 100% ownership ofCambell International , we hold the following entities: Win&win Industrial ? A British Virgin Islands company 100%Development Limited ("Win&win") ? Principal activities: Investment holding BJK Holding Group ? A Hong Kong company 100% Limited ("BJK Holding") ? Principal activities: Investment holding Baijiakang ? A PRC limited liability company and deemed a 100% (LiaoNing) Health wholly foreign-invested enterprise ("WFOE") Information Consulting Service Co., Ltd ("Baijiakang ? Principal activities: Consultancy and Consulting") information technology support LiaoNing KangBaiEr ? A PRC limited liability company VIE by Biotechnology contractual Development Co., arrangements Ltd. ("Liaoning ? Incorporated on September 22, 2015 Kangbaier") ? Principal activities: research and development of extraction processes of natural ? - carotene, the planting and harvesting of raw materials as well as the production, distribution, marketing and sales of natural ? -carotene health food products Doron KangBaier ? A PRC limited liability company 100% owned Biotechnology Co. by LiaoNing LTD ? Principal activities: research and support KangBaiEr LiaoNing BaiJiaKang ? A PRC limited liability company 100% owned Health Technology by LiaoNing Co. LTD ? Principal activities: promotion and support KangBaiEr 20
Pursuant to the Reverse Acquisition,Cambell International is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements prior to the Reverse Acquisition are those ofCambell International and its consolidated subsidiaries and are recorded at the historical cost basis ofCambell International , and the consolidated financial statements after consummation of the Reverse Acquisition include the assets and liabilities ofCambell International and its subsidiaries and VIE, historical operations ofCambell International and its subsidiaries and VIE and operations ofBitmis Corp. from the closing date of the Reverse Acquisition. Results of Operations
Six months ended
The following table sets forth key components of our results of operations
during the six months ended
Six Months ended December 31,
2022 2021
Amount of Revenue Amount of Revenue
Revenues 286,273 100.00 % 590,798 100.00 %
Cost of revenues (232,648 ) (81.27 )% (400,596 ) (67.81 )%
Gross profit 53,625 18.73 % 190,202 32.19 %
Operating expenses
Selling expenses (1,231 ) (0.43 )% (93,539 ) (15.83 )%General and administrative expenses (307,162 ) (107.30 )% (349,313 ) (59.13 )% Loss from operations (254,768 ) (89.00 )%
(252,650 ) (42.77 )%
Other Income (expense) Other incomes 24,950 8.72 % 2,821 0.48 % Other expenses (4,896 ) (1.71 )% (296 ) (0.05 )% Net loss before taxes (234,714 ) (81.99 )%
(250,125 ) (42.34 )%
Income tax expenses - - - -
Net loss (234,714 ) (81.99 )% (250,125 ) (42.34 )%
21
Revenues. Our revenues were$286,273 for the six months endedDecember 31, 2022 , representing a decrease of$304,525 or 52% from$590,798 for the six months endedDecember 31, 2021 . There are two revenue streams within the Company's operations: (1) normal product sales of carotene which constitutes the majority of the revenues, and (2) others. The decrease was mainly due to the explosion of COVID-19 during the six months endedDecember 31, 2022 .
The following table summarizes our revenues by revenue streams for the six
months ended
Six Months ended
December 31,
2022 2021
Sales Sales
Normal product sales $ 286,273 $ 590,798
Others - -
Total revenues $ 286,273 $ 590,798 Cost of revenues.Our cost of revenues was
Gross profit and gross margin. Our gross profit was$53,625 for the six months endedDecember 31, 2022 , compared with a gross profit of$190,202 for the same period last year. The gross margin was decreased from 32.19% during 2021 to 18.73% during 2022. The decrease was in line with the business decline. Selling expenses.As shown below, our selling expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our selling expenses decreased by$92,308 to$1,231 for the six months endedDecember 31, 2022 , from$93,539 for the same period 2021. The decrease due to the advertising fee decreased by$93,175 for the six months endedDecember 31, 2022 . The decreases were mainly in line with the decline of revenue. December 31, December 31, 2022 2021 Fluctuation Amount Proportion Amount Proportion Amount Proportion Advertising fee 308 25.05 % 93,483 99.94 % (93,175 ) (99.67 )% Others 922 74.95 % 56 0.06 % 867 1,547.82 % Total selling expenses$ 1,231 100.00 %$ 93,539 100.00 %$ (92,308 ) 98.68 % 22 General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by$42,151 to$307,162 for the six months endedDecember 31, 2022 , from$349,313 for the same period in 2021. Professional fee decreased by$931,125 or 90.58% fromJune 30, 2021 toJune 30, 2022 . The decrease was mainly due to the decline of office expense$84,202 for the six months endedDecember 31, 2022 . The decrease was mainly in line with the decline of revenue. December 31, December 31, 2022 2021 Fluctuation Amount Proportion Amount Proportion Amount Proportion Salary and Social Insurance$ 120,169 39.12 %$ 117,731 33.70 %$ 2,438 2.07 % Business entertainment 6,448 2.10 % 7,442 2.13 % (994 ) (13.34 )% Depreciation and amortization 9,455 3.08 % 44,651 12.78 % (35,196 ) (78.82 )% Office expenses 10,989 3.58 % 95,191 27.25 % (84,202 ) (88.46 )% Professional fee 148,074 48.21 % 72,373 20.72 % 75,701 104.60 % Bad debt write-off (21,770 ) (6.23 )% 21,770 (100.00 )% Travel fee 2,999 0.98 % 7,461 2.14 % (4,462 ) (59.80 )% Other 9,029 2.94 % 26,235 7.51 % (17,206 ) (65.58 )% Total general and administrative expenses$ 307,162 100.00 %$ 349,313 100.00 %$ (42,151 ) (12.07 )%
Income tax expense. Our Income tax expense was nil for the six months ended
Net loss. As a result of the cumulative effect of the factors described above, our net loss was$234,714 for the six months endedDecember 31, 2022 and net loss$250,125 for the six months endedDecember 31, 2021 .
Liquidity and Capital Resources
The Company's primary need for liquidity stems from its need to fund working
capital requirements of the Company's businesses, its capital expenditures and
its general operations, including debt repayment. The Company has historically
financed its operations through short-term and long-term commercial bank loans
from Chinese banks, as well as its ongoing operating activities by using funds
from loans from directors and shareholders, and other third party. The Company
routinely monitors current and expected operational requirements and financial
market conditions to evaluate the use of available financing sources.
Considering the existing working capital position and the ability to access debt
funding sources, the management believes that the Company's operations and
borrowing resources are sufficient to provide for its current and foreseeable
capital requirements to support its ongoing operations for the next twelve
months.
The following table set forth a summary of its cash flows for the periods
indicated:
For the Six Months Ended
December 31,
2022 2021
Net cash (used in) provided by operating activities
(1,170 )
(1,170 )
Net cash provided by (used in) financing activities
23
Operating Activities
Net cash used in operating activities was
The net cash used in operating activities for the six months endedDecember 31, 2022 was mainly due to our net loss of$234,714 , a decrease in advance from customers of$6,362,606 and a decrease in other payables of$3,800,399 , partially offset by a decrease in other receivable of$631,451 . The net cash provided by operating activities for the six months endedDecember 31, 2021 was mainly due to an increase in advance from customers of$2,193,576 , partially offset by our net loss of$250,125 , and increase in other receivable of$378,475 . Investing Activities Net cash used in investing activities was$1,170 for the six months endedDecember 31, 2022 , as compared to$93,539 net cash used in investing activities for the six months endedDecember 31, 2021 . The net cash used in investing activities was mainly attributable to purchase of property and equipment for the six months endedDecember 31, 2022 and 2021. Financing Activities Net cash provided by financing activities was$10,210,570 for the six months endedDecember 31, 2022 , as compared to$1,440,328 net cash used in financing activities for the six months endedDecember 31, 2021 . The net cash provided by financing activities was mainly attributable to advances from related parties for the six months endedDecember 31, 2022 . The net cash used in financing activities was mainly attributable to repayment to related parties for the six months endedDecember 31, 2021 . Contractual Obligations
The Company had no short-term and long-term bank loans as of
Off-Balance Sheet Transactions
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. Critical Accounting Policies
We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
See Note 2 to the financial statements included herewith.
Recent Accounting Pronouncements
See Note 2 to the financial statements included herewith
© Edgar Online, source
