ITEM 1. FINANCIAL STATEMENTS
AMPERICO CORP.
AMPERICO CORP.
TABLE OF CONTENTS
Balance Sheets as of February 28, 2015 (Unaudited) and May 31, 2014
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5
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Statements of Operations for the three and six months ended February 28, 2015 and 2013 (Unaudited)
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6
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Statement of Stockholders’ Deficit for the six months ended February 28, 2015 and 2013 (Unaudited)
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7
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Statements of Cash Flows for the six months ended February 28, 2015 and 2013 (Unaudited)
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8
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Notes to the Financial Statements
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9
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AMPERICO CORP
BALANCE SHEETS
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(Unaudited)
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February 28,
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May 31,
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2015
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2014
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ASSETS
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Current Assets
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Cash
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-
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-
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Total Current Assets
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-
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-
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Total Assets
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable and accrued expenses
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$
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13,670
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$
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12,770
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Loans Payable
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20,600
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20,600
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Interest Payable
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647
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47
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Due to Releted Party
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15,100
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15,100
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Total Liabilities
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50,017
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48,517
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Stockholders' Deficit
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Common Stock, $0.001 par value; 1,000,000,000 shares authorized,
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2,696 and 2,696 shares issued and outstanding as of February 28,
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-
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-
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2015 and May 31, 2014
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3
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3
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Additional paid-in capital
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21,797
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21,797
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Accumulated deficit
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(71,817
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)
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(70,317
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)
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Total Stockholders' Deficit
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(50,017
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)
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(48,517
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)
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Total Liabilities and Stockholders' Deficit
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$
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-
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$
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-
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The accompanying notes are an integral part of these
financial statements.
AMPERICO CORP
STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended
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For the Nine Months Ended
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February 28,
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February 28,
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February 28,
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February 28,
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2015
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2014
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2015
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2014
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Revenue
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$
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-
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$
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-
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$
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-
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$
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-
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Cost of Goods Sold
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-
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-
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-
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-
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Gross Profit
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-
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-
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-
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-
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Operating Expenses:
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General administrative
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300
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564
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900
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1,610
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Professional and consulting fees
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-
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3,150
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-
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9,150
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Total operating expenses
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300
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3,714
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900
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10,760
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Loss from operations
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(300
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)
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(3,714
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)
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(900
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)
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(10,760
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)
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Other Income (Expense)
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Forgiveness of debt
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-
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-
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-
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-
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Interest expense
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(200
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)
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-
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(600
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)
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-
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Total other income (expense)
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(200
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)
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-
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(600
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)
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-
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Net Loss Before Income Taxes
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(500
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)
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(3,714
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)
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(1,500
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)
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(10,760
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)
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Income tax
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-
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-
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-
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-
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Net Loss After Income Taxes
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$
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(500
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)
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$
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(3,714
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)
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$
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(1,500
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)
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$
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(10,760
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)
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Weighted Average Number of Common Shares
Outstanding - Basic and Diluted
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2,696
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2,696
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2,696
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2,696
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Income (Loss) per Common Share - Basic and
Diluted
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$
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(0.19
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)
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$
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(1.38
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)
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$
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(0.56
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)
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$
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(3.99
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)
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The accompanying notes are an integral part of these
financial statements.
AMPERICO CORP.
STATEMENTS OF STOCKHOLDERS' DEFICIT
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Shares Outstanding
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Additional Paid-In
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Total Stockholders’
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Common
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Common Stock
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Capital
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Accumulated Deficit
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Deficit
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Balance as of May 31, 2013
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2,696
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$
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3
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$
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21,797
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$
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(32,326
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)
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$
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(10,526
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)
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Net loss
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-
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-
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-
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(37,991
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)
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(37,991
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)
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Balance as of May 31, 2014
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2,696
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|
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|
3
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21,797
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(70,317
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)
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(48,517
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)
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Net loss
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-
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-
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-
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(1,500
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)
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(1,500
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)
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Balance as of February 28, 2015 (Unaudited)
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2,696
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3
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21,797
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(71,817
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)
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(50,017
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)
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|
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Balance as of May 31, 2012
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2,696
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$
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3
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$
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21,797
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$
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(527
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)
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$
|
21,273
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|
|
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|
|
|
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Net loss
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|
-
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|
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|
-
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-
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(31,799
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)
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(31,799
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)
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Balance as of May 31, 2013
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2,696
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|
|
|
3
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|
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|
21,797
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(32,326
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)
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|
(10,526
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)
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|
|
|
|
|
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Net loss
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-
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|
-
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|
-
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(10,760
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)
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(10,760
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)
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|
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Balance as of February 28, 2014 (Unaudited)
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2,696
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$
|
3
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|
$
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21,797
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$
|
(43,086
|
)
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$
|
(21,286
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)
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The accompanying notes are an integral part of these
consolidated financial statements.
AMPERICO CORP
STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended February 28,,
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2015
|
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|
2014
|
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Cash Flows From Operating Activities
|
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|
|
|
|
|
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|
Net loss
|
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$
|
(1,500
|
)
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$
|
(10,760
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)
|
Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in operating assets and liabilities:
|
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Accounts Payable
|
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|
900
|
|
|
|
6,610
|
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Interest Payable
|
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|
600
|
|
|
|
-
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|
Net Cash Used In (Provided By) Operating Activities
|
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|
-
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(4,150
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)
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Cash Flows From Investing Activities
|
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|
-
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-
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Cash Flows From Financing Activities
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Advances from Related Party
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|
-
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|
|
|
4,014
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Net Cash Provided by Financing Activities
|
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|
-
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|
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|
4,014
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|
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Net Increase (Decrease) In Cash
|
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|
-
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(136
|
)
|
Cash, Beginning of Period
|
|
|
-
|
|
|
|
136
|
|
Cash, End of Period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
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Supplemental Disclosure of Cash Flow Information:
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|
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Cash paid for interest
|
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$
|
-
|
|
|
$
|
-
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these
financial statements.
AMPERICO CORP.
Notes to Financial Statements
February 28, 2015
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Amperico Corp. (the “Company”) was incorporated
under the laws of the State of Nevada on December 20, 2011. The Company is a Nevada corporation organized for the purpose of engaging
in any lawful business.
From inception in 2011 through March 12, 2014, the Company
was in the business of developing on-site web-state analytical software designed to capture customer's behavior and feedback on
the visited websites.
On March 12, 2014, the Company signed a letter of intent
to acquire intellectual property through an Intellectual Property License Agreement from SecureCom Plus Limited, a non-related
company based in Hong Kong. The closing of the contemplated transactions as per the letter of intent was to occur on or before
April 11, 2014. The closing was extended to April 30, 2014 by mutual agreement of all parties, and ultimately did not occur. From
May 1, 2014 through May 31, 2014, the Company’s activities consisted solely of seeking other business opportunities and potential
merger candidates, none of which materialized.
The Company has no business operations, and very limited
assets or capital resources. The Company's business plan is to seek one or more potential business ventures that, in the opinion
of management, may warrant involvement by the Company. The Company recognizes that because of its limited financial, managerial
and other resources, the type of suitable potential business ventures which may be available to it will be extremely limited. The
Company's principal business objective will be to seek long-term growth potential in the business venture in which it participates
rather than to seek immediate, short-term earnings. In seeking to attain the Company's business objective, it will not restrict
its search to any particular business or industry but may participate in business ventures of essentially any kind or nature.
The Company will not restrict its search for any specific
kind of firms but may participate in a venture in its preliminary or development stage, may participate in a business that is already
in operation or in a business in various stages of its corporate existence. It is impossible to predict at this stage the status
of any venture in which the Company may participate, in that the venture may need additional capital, may merely desire to have
its shares publicly traded, or may seek other perceived advantages which the Company may offer. In some instances, the business
endeavors may involve the acquisition of or merger with a corporation which does not need substantial additional cash but which
desires to establish a public trading market for its common stock.
The Company’s activities are subject to significant
risks and uncertainties, including failing to secure additional funding as well as identifying a sustainable and profitable business
model.
Subsequent to the reporting period of these financial
statements, the Company identified an opportunity in the cryptocurrency industry and now has two wholly owned subsidiaries. Refer
to NOTE 8 – SUBSEQUENT EVENTS for further detail.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars.
The Company’s fiscal year end is May 31.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased
with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As
of November 30, 2014, the Company had $0 in cash. As of February 28, 2015, the Company had $0 in cash.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities
in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts
payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities.
We follow accounting guidance for financial and non-financial
assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.
This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that
require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance
discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future
income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance
utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad
levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted)
in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable,
either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices
for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market
data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant
would use.
The Company adopted the provisions of FASB ASC 820 (the
“Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measurements.
The Company had no assets or liabilities other than derivative
liabilities measured at fair value on a recurring basis at February 28, 2015 and May 31 2014.
Income Taxes
Income taxes are provided in accordance with ASC 740
Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and
tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year
of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred
tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
Provision for income taxes consists of federal and state
income taxes in the United States. Due to the uncertainty as to the realization of benefits from our deferred tax assets, including
net operating loss carry-forwards and other tax credits, we have a full valuation allowance reserved against such assets. We expect
to maintain this full valuation allowance at least in the near term.
The Company records interest and penalties related to
unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for nine
months ended February 28, 2015 and for the year ended May 31, 2014.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated
financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and
valuations of intangible assets, among others. Actual results could differ from those estimates.
Management regularly reviews its estimates utilizing
currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such
reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Basic Income (Loss) Per Share
The Company computes basic and diluted income (loss)
per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed
by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during
the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss
available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted
weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the
year for any potentially diluted debt or equity.
Risk and Uncertainties
The Company operates in an industry that is subject to
rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including
financial, operational, technological, regulatory and other risks, including the potential risk of business failure.
Stock-Based Compensation
Stock-based compensation expense is recorded in accordance
with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered.
The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis
over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records
expense based upon the number of awards expected to vest.
Recent Accounting Pronouncements
Management believes the impact of recently issued standards
and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of
operations or cash flows upon adoption. As new accounting pronouncements are issued, the Company will adopt those that are applicable
under the circumstances.
NOTE 3 – COMMON STOCK
Common stock:
As of February 28, 2015, the Company had authorized a
total of 1,000,000,000 shares of common stock, par value $0.001 per share.
There was no common stock issued during the nine months
ended February 28, 2015 and the year ended May 31, 2014
As of February 28, 2015, and May 31, 2014, a total of
2,696 shares of common stock were issued and outstanding.
NOTE 4 – RELATED PARTY TRANSACTIONS
As at February 28, 2015 and May 31, 2014, the Company
owes $15,100 and $15,100, respectively, to the President and Director of the Company for working capital advances. The
amounts owing are unsecured, non-interest bearing, and due on demand. The imputed interest is deemed immaterial as of February
28, 2015.
NOTE 5 – INCOME TAXES
The provision (benefit) for income taxes for the nine
months ended February 28, 2015 and the year ended May 31, 2014 consists of the following:
|
|
For the nine
|
|
|
For the year
|
|
|
|
months ended
|
|
|
ended
|
|
|
|
February 28,
|
|
|
May 31,
|
|
|
|
2015
|
|
|
2014
|
|
Current
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
State
|
|
|
-
|
|
|
|
-
|
|
Deferred
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(510
|
)
|
|
|
(12,963
|
)
|
State
|
|
|
(50
|
)
|
|
|
(1,258
|
)
|
Change in valuation allowance
|
|
|
560
|
|
|
|
14,221
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
For the nine months ended February 28, 2015 and the year
ended May 31, 2014 the Company's income tax rate computed at the statutory federal rate of 34% differs from its effective tax rate
primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance.
|
|
For the nine
|
|
|
For the year
|
|
|
|
months ended
|
|
|
ended
|
|
|
|
February 28,
|
|
|
May 31,
|
|
|
|
2015
|
|
|
2014
|
|
Income tax at statutory rate
|
|
|
34.00
|
%
|
|
|
34.00
|
%
|
State income taxes, net of federal benefit
|
|
|
3.30
|
|
|
|
3.30
|
|
Change in valuation allowance
|
|
|
(37.30
|
)
|
|
|
(37.30
|
)
|
Total
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely
than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. Based on Management's evaluation, the net deferred tax asset was offset by a full valuation allowance
in all periods presented. The Company's deferred tax asset valuation allowance will be reversed if and when the Company generates
sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets.
The tax effects of temporary differences that give rise
to significant portions of the deferred tax assets and tax liabilities as of February 28, 2015 and May 31, 2014 are as follows:
|
|
For the nine
|
|
|
For the year
|
|
|
|
months ended
|
|
|
ended
|
|
|
|
February 28,
|
|
|
May 31,
|
|
|
|
2015
|
|
|
2014
|
|
Net operating loss
|
|
$
|
1,500
|
|
|
$
|
14,200
|
|
Gross deferred tax assets
|
|
|
1,500
|
|
|
|
14,200
|
|
Less: Valuation allowance
|
|
|
(1,500
|
)
|
|
|
(14,200
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
As of February 28, 2015, the Company had a net operating
loss carry-forward of approximately $72,000 which may be used to offset future taxable income and begins to expire in 2035. Should
a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 6 – 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.
However, the Company has not generated any revenues as of February 28, 2015. The Company currently has limited working capital,
and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended
period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period
of one year from the issuance of these financial statements.
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 may 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 7 – COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, we may be involved in litigation relating
to claims arising out of our operations in the normal course of business. As of December 11, 2019, there were no pending or threatened
lawsuits.
NOTE 8 – SUBSEQUENT EVENTS
On April 23, 2019, the Board of Directors and the majority
shareholder of the Company approved a Plan of Conversion of the Company from a Nevada corporation into a Bahamas corporation (the
“Plan”). The Company filed Articles of Continuation (the “Bahamas Articles of Continuation”) in such form
as required by the provisions of Chapter 309, Part VIII, Sections 84-88 of the Bahamas International Business Companies Act, as
amended (the "Bahamas Law") with the Registrar of Companies in the Bahamas as provided in the Bahamas Law, and Articles
of Conversion (the “Nevada Articles of Conversion”) in such form as required by the provisions of Section 92A. 205
of the Nevada Revised Statutes (“Nevada Law”) with the Secretary of State of the State of Nevada.
In accordance with the Plan, upon the effective time
of conversion, the Articles of Incorporation and Bylaws of the Company currently in place shall be replaced by the Bahamas Articles
of Continuation and Articles of Association respectively, to comply in all respects with the applicable provisions of Bahamas Law.
In addition, and in accordance with the Plan, the Bahamas
Articles of Continuation, and Articles of Association, the following changes were approved on April 23, 2019 and become effective
upon the effective time of conversion:
|
·
|
The Company’s name changed from Amperico Corp. to Bitsian Ltd.
|
|
·
|
The authorized common shares of the Company increased from 500,000,000 to 1,000,000,000.
|
|
·
|
The outstanding common shares of the Company decreased from 134,400,000 to 2,696 on a pro rata
basis as a result of a 50,000 to 1 reverse split in which any fractional shares shall be rounded up (NOTE: the effects have been
applied on a retroactive basis in these financial statements).
|
The Company received its Certificate of Continuation
from the Registrar of Companies in the Bahamas on May 13, 2019, with an effective time of conversion of April 30, 2019.
The Company plans to file the foregoing changes with FINRA, but there is no guarantee FINRA will effectuate the changes.
Bitsian Inc. Transaction
On June 11, 2019, the Company issued a total of 300,000,000
shares of common stock to seven individuals and two companies (collectively referred to as the “Bitsian Shareholders”)
as full consideration for the acquisition of a 100% interest in Bitsian Inc. (hereinafter referred to as "Bitsian"),
a Delaware corporation based in New York. The Company, Bitsian, and the Bitsian Shareholders entered into a share exchange agreement
on June 7, 2019 whereby the Bitsian Shareholders exchanged their shares in Bitsian for shares in the Company. The Bitsian Shareholders
represented a total of 100% of the issued and outstanding share capital in Bitsian.
Bitsian Inc. was recently formed to develop, own and
operate the PriceCoin Platform, an online platform whereby users will be able to buy and sell crypto currencies on a variety of
exchanges through one simple interface. The PriceCoin Platform will initially be accessible by institutional investors and upon
receiving all regulatory approvals to global investors and will be available in web format.
Coin Trader Ltd. Transaction
On June 11, 2019, the Company issued a total of 300,000,000
shares of common stock to three individuals and two companies (collectively referred to as the “Coin Trader Shareholders”)
as full consideration for the acquisition of a 100% interest in Coin Trader Ltd. (hereinafter referred to as "Coin Trader"),
a company incorporated and based in the Bahamas. The Company, Coin Trader, and the Coin Trader Shareholders entered into a share
exchange agreement on June 7, 2019 whereby the Coin Trader Shareholders exchanged their shares in Coin Trader for shares in the
Company. The Coin Trader Shareholders represented a total of 100% of the issued and outstanding share capital in Coin Trader.
Coin Trader was recently formed to develop, own and operate
the CoinTraders Platform, an online exchange whereby users will be able to buy and sell crypto currencies, utility tokens, and
other digital assets. The CoinTraders Platform will be accessible by non-US investors and will be available in both web and mobile
formats. Users will have access to over 100 crypto pairs and will be able to fund their accounts with fiat currency. There will
be no deposit or withdrawal limits and the CoinTraders Platform will simplify utility token offerings.
In accordance with SFAS 165 (ASC 855-10) the Company
has analyzed its operations subsequent to May 31, 2014 to the date these financial statements were available to be issued, and
has determined that there are no additional material subsequent events to disclose in these financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and
Analysis of Financial Condition and Results of Operations (MD&A) contains forward- looking statements that involve known and
unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or
implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should,
could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of
those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may
cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake
no obligation to revise or update publicly any forward-looking statements for any reason.
GENERAL
We were incorporated in the State of Nevada on December 20, 2011.
Stock Split
On March 11, 2014, our Board of
Directors authorized and approved a stock split of thirty for one (30:1) of our total issued and outstanding shares of common stock
(the “Stock Split”). The Stock Split was effectuated as part of the re-organization mandate and contemplated actions
to acquire certain new technologies. The Board of Directors considered further factors regarding approval of the Stock Split including,
but not limited to: (i) further increase our authorized share capital to a sufficient number similar to other industry public offerings,
such as our direct competitors; (ii) the contemplated new Intellectual Property License Agreement as defined in the letter of intent
outlined below; (iii) the projected trading price of our shares of common stock on the OTC Bulletin Board Market and potential
to increase the marketability and liquidity of our common stock; (iv) desire to meet future requirements of a larger share cap
as required for market demand and interest by larger shareholder networks to decrease share price volatility; and (v) desire to
meet future requirements regarding per-share price and net tangible assets and shareholders’ equity relating to admission
for trading on other markets.
The Stock Split was effectuated on March 11, 2014 upon
filing the appropriate documentation with FINRA. The Stock Split increased our total issued and outstanding shares of common stock
from 4,480,000 shares of common stock to 134,400,000 shares of common stock. The common stock will continue to carry a $0.001 par
value. The shareholder record date was February 8, 2014.
As of the date of this Quarterly Report, there are 2,696 shares issued and
outstanding.
Letter of Intent
As reported on Form 8-K on as filed on March 14, 2014,
the Company signed a letter of intent on March 12, 2014, to acquire intellectual property through an Intellectual Property License
Agreement (the “Agreement”) from SecureCom Plus Limited, a non-related company based in Hong Kong. Under the terms
of the Agreement, the Company will acquire a ten-year use of the license within the Agreement in exchange for 90,000,000 restricted
common shares of the Company, a promissory note of $250,000 which is unsecured, bears interest at 7.5% per annum, and is due within
90 days of the completion date of the Agreement, and royalty payments of 5% of the gross revenues generated from Agreement. As
of the date of filing, due diligence is ongoing and the Agreement has not been completed. Further negotiations to finalize this
arrangement are ongoing; original intentions to obtain a definitive agreements by the parties no later than April 11, 2014 have
been extended by through April 30, 2014 through mutual consent of the parties to the Agreement.
About SecureCom Mobile: SecureCom Plus Limited is the
creator of the SecureCom Mobile brand of software and hardware for mobile communications platforms that enables people to communicate,
in privacy, with ease for both voice and text. Cryptographically strong algorithms and protocols shield communication from surveillance.
Software downloads and hardware products are in development and deployment stages being prepared for individual, commercial, and
enterprise markets.
Our Current Operations as defined below may change upon
the successful completion of negotiations with SecureCom Plus Limited and the contemplated acquisition of the Agreement.
Current Operations
We plan to offer our clients an
On-site WebState analytical tool that will allow clients to perform web analytics including measurement, collection, analysis and
reporting of internet data for purposes of optimizing and improving of web usage by potential customers. Currently there are two
categories of WebState analytics; Off-site and On-site.
Off-site web analytics refers to
web measurement and analysis regardless of whether you own or maintain a website. It includes the measurement of a website's potential
audience (opportunity), share of voice (visibility), and buzz (comments) that is happening on the Internet as a whole.
On-site web analytics measure a
visitor's journey once on a specific website. This includes its drivers and conversions; for example, which landing pages encourage
people to make a purchase. In online marketing a landing page is a single web page that appears in response to clicking on an advertisement.
The landing page will usually display directed sales copy that is a logical extension of the advertisement or link. Our On-site
web analytical tool measures and collects data of the performance of a clients’ website in terms of a commercial context.
This data is compared against key performance indicators for performance, and used to improve the client’s web site.
Our analytical tool will include
a small program - applet, that is embedded in our client’s website to collect several parameters like traffic, stay time
(the time a visitor spend looking at one page), number of clicks, number of returns to the same page, number of returns to the
website, an active sales per 1,000 visits. Also the visitor will be able to provide structural and free form feedback on each page
of the website. The small and not intrusive applet embedded on all pages of a client’s website will provide the means for
sending the feedback to the Amperico’s database for WebState analytics and anonymous storage. Information then will be analyzed,
compared to the other websites in term of commercial context and a report with recommendations will be generated and sent back
to the website owner. The report will contain an area of required improvements and recommendations based on the visitors’
feedback. By following our recommendations clients’ websites will get more visibility, traffic and eventually will lead to
more sales.
Currently we do not have this database;
at this point it is a technical proposal. We’re planning to build and host the database by ourselves and use 3rd
party for backup.
Marketing Our Services
Our plan in the next 12 months is
to advertise our services on the Internet as well as by sending out regular e-letters and special promotions to our new and existing
clients. We also plan referral agreements with various Internet analyzing companies in order to generate additional revenue.
Contract for WebPage Analytical Services
We have executed a Contract for
WebPage Analytical Services with Telvid Inc based in Thornhill, ON, Canada (www.frbo.ca “Telvid”). Telvid specializes
in rental property advertisement and owns a network of several hundreds websites. Under the terms of the agreement we will provide
Telvid a Website Feedback Applet to be integrated with applet ID for each Webpage where the applet is installed. We will send monthly
report of customer feedback to the Telvid at the end of each calendar month. Other material terms of the agreement are as follows:
|
1.
|
Telvid shall pay us a monthly fee $ 0.99 USD per webpage where the applet is installed.
|
|
2.
|
Payment is due within 30 days since invoice issue date.
|
|
3.
|
The applet is a property of the Amperico.
|
|
4.
|
All knowledge and information acquired during the term of this Contract with respect to the business and products of the client
will be treated by Amperico as confidential until and unless stipulated by Tlvid.
|
|
5.
|
This contract can be modified orally or in writing by agreement of both parties.
|
|
6.
|
Either party may terminate this contract by giving a 30 days’ notice in writing.
|
|
7.
|
Contract is in effect since March 24, 2012.
|
We have not delivered any services or products to Telvid to date.
Website Marketing Strategy
We plan to develop a website to
market and display our services. To accomplish this, we plan to contract an independent web designing company. Our website will
describe our services in detail, show our contact information, and include some general information and description of our services.
We intend to promote our website
by displaying it on our business cards. We intend to attract traffic to our website by a variety of online marketing tactics such
as registering with top search engines and advertising on related websites.
Revenue
There are several ways how the company will generate its profit.
Revenue from direct sales of the service to the Website owners
Direct sales of the services to
the Website owners will be a primary source of the company revenue. Special information collecting applets will be sold to website
owners who desire to increase web traffic and improve web site appearance.
There are three versions of the applet: Basic, Professional
and Enterprise--depending on the needs of the customer. The selling price of the basic version is $0.99 USD per web page per month.
Basic version includes visitor activity statistics, page navigation tracing, number of clicks and mouse movement topography.
The selling price of the Professional
version is $2.99 USD per page per month. Professional version includes all features of the basic version plus visitor feedback.
The selling price of the Enterprise
version is $14.99 USD per page per month. Professional version includes all features of the professional version plus analysis
of the traffic including geographical locations of the customers. Also comparison repost with other similar website will be issued
monthly.
Referral commissions Revenue
Referral commissions will be the
secondary source of the revenue. Some perspective customers, who wish to use services of other providers, will be referred to those
companies. The company receiving the referral will pay a commission to Amperico Corp. for each referral and additional fees if
a customer actually subscribes to their services. The commission may range from 5% to 10% of the total amount paid by the customer.
Web Advertising Revenue
Web advertising will be an additional
source of Company revenue. The basic applet will contain a certain amount of space allocated for advertising. The applet works
on a background gathering information about user actions on the specific web page and normally not visible to the public until
feedback button is clicked. Once it is clicked the applet becomes visible with the several feedback options. The frame (bezel)
of the applet has space for small advertisements. The applet size is about a quarter of the whole screen. It has two buttons: “Send
feedback” and “Cancel” by clicking “Cancel” button the applet window becomes closed. This space may
be sold according to the current market price for similar products.
RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WORKING CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28,
|
|
|
May 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
Current Liabilities
|
|
$
|
50,017
|
|
|
$
|
48,517
|
|
Working Capital (Deficit)
|
|
$
|
(50,017
|
)
|
|
$
|
(48,517
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
February 28,
|
|
|
February 28,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Cash Flows used in Operating Activities
|
|
$
|
-
|
|
|
$
|
(4,150
|
)
|
Cash Flows from Financing Activities
|
|
$
|
-
|
|
|
$
|
4,014
|
|
Net Decrease in Cash During the Period
|
|
$
|
-
|
|
|
$
|
(136
|
)
|
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
Operating expenses and net loss
for the three months ended February 28, 2015 were $1,500 compared with $3,714 for the three months ended February 28, 2014. The
decrease is due to the fact that the Company had minimal cash flows and limited costs.
For the nine months ended February
28, 2015, the Company incurred operating expenses and net loss of $1,500 compared with a net loss of $10,760 for the nine months
ended February 28, 2014. The decrease in operating expenses was due to the fact that the Company had limited cash flows for operating
expenditures in the current period.
Liquidity and Capital Resources
As of February 28, 2015, the Company had cash and total
asset balance of $nil compared with cash and total asset balance of
$0 as at May 31, 2014.
As of February 28, 2015, the Company
had total liabilities of $50,017 compared with total liabilities of $48,517 as at May 31, 2014. The increase in total liabilities
was attributed to increases of $1,500 for outstanding accounts payable and interest payable.
As of February 28, 2015, the Company
had a working capital deficit of $50,017 compared with $48,517 as of May 31, 2014. The increase in working capital deficit was
attributed to the expenditures incurred during the period.
Cashflow from Operating Activities
We have not generated positive cash
flows from operating activities. During the nine months ended February 28, 2015, the Company used $0 of cash for operating activities
compared to the use of $4,150 of cash for operating activities during the nine months ended February 28, 2014. The change in net
cash used in operating activities is attributed to the fact that the Company had a decrease in operating activities as compared
with the prior period.
Cashflow from Financing Activities
We have financed our operations
primarily from either debt advances or from the issuance of equity. During the nine months ended February 28, 2015 the Company
did not provide or use any cash from financing activities. During the nine months ended February 28, 2014, the Company received
proceeds from advances from a past director of $5,514.
Going Concern
The accompanying financial statements
have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as
a going concern. However, the Company has not generated any revenues as of the quarter ended February 28, 2015 and at the date
of this quarterly filing. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the
Company will be dependent, for the near future, on additional investment debe and/or equity capital to fund operating expenses.
The Company intends to position itself so that it can 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.
Off-Balance Sheet Arrangements
As of the date of this Quarterly
Report, 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 are material to investors.
Future Financings
We expect that working capital requirements
will continue to be funded through a combination of advances from our management, third parties, or issuances of debt or equity
instruments. Our working capital requirements are expected to increase in line with the growth of our business.
We have no lines of credit or other
bank financing arrangements. Generally, we have financed operations to date primarily through the proceeds of the private placement
of equity and advances from management. In connection with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition or investment in assets connected to our current and proposed business
objectives; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance
these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional
capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities
will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior
to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available
or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve
months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have
and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has
been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for
any future equity financing.
Critical Accounting Policies
Our financial statements and accompanying
notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods.
We regularly evaluate the accounting
policies and estimates that we use to prepare our financial statements. 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.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements
that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed,
and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.