Notes to Financial Statements
May 31, 2019
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, 2019, 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 May 31, 2019, the Company had $0 in cash. As of May 31, 2018, 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 May 31, 2019 or 2018.
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 years ended May 31, 2019 and 2018.
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.
The dilutive effect of outstanding
convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.
The following is a reconciliation
of basic and diluted earnings (loss) per common share for the years ended May 31, 2018 and 2017:
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For the Year Ended
|
|
|
|
May 31,
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|
|
|
2019
|
|
|
2018
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|
Basic loss per common share
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|
|
|
|
|
|
Numerator:
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|
|
|
|
|
|
Net income(loss) available to common shareholders
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|
$
|
(42,936
|
)
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|
$
|
(3,200
|
)
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Denominator:
|
|
|
|
|
|
|
|
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Weighted average common shares outstanding
|
|
|
2,696
|
|
|
|
2,696
|
|
|
|
|
|
|
|
|
|
|
Basic Income (loss) per common share
|
|
$
|
(15.93
|
)
|
|
$
|
(1.19
|
)
|
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 May 31, 2019, 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 fiscal years ended May 31, 2019 and 2018.
As of May 31, 2019, and 2018,
a total of 2,696 shares of common stock were issued and outstanding.
NOTE 4 – RELATED PARTY
TRANSACTIONS
As at May 31, 2019 and 2018,
the Company owes $50,988 and $652, respectively, to the President and Director of the Company for working capital advances. The
amounts owing are unsecured, non-interest bearing, and due on demand. The imputed interest is deemed immaterial as of May 31, 2019.
NOTE 5 – INCOME TAXES
The provision (benefit) for income
taxes for the years ended May 31, 2019 and 2018 consists of the following:
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2019
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|
|
2018
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|
Current
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|
|
|
|
|
|
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Federal
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$
|
-
|
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|
$
|
-
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|
State
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|
|
-
|
|
|
|
-
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|
Deferred
|
|
|
|
|
|
|
|
|
Federal
|
|
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(14,598
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)
|
|
|
(1,088
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)
|
State
|
|
|
(1,417
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)
|
|
|
(106
|
)
|
Change in valuation allowance
|
|
|
16,015
|
|
|
|
1,194
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
For the years ended May 31, 2019 and 2018, the Company's income
tax rate computed at the statutory federal rates of 21% and 34%, respectively, differs from its effective tax rate primarily due
to permanent items, state taxes and the change in the deferred tax asset valuation allowance
|
|
2019
|
|
|
2018
|
|
Income tax at statutory rate
|
|
|
34.00
|
%
|
|
|
34.00
|
%
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State income taxes, net of federal benefit
|
|
|
3.30
|
|
|
|
3.30
|
|
Change in valuation allowance
|
|
|
(37.30
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)
|
|
|
(37.30
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)
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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 May 31, 2019 and 2018 are
as follows:
|
|
2019
|
|
|
2018
|
|
Net operating loss
|
|
$
|
42,936
|
|
|
$
|
3,200
|
|
Amortization of organization costs
|
|
|
-
|
|
|
|
-
|
|
Gross deferred tax assets
|
|
|
42,936
|
|
|
|
3,200
|
|
Less: Valuation allowance
|
|
|
(42,936
|
)
|
|
|
(3,200
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
As of May 31, 2019, the Company
had a net operating loss carry-forward of approximately $113,000 which may be used to offset future taxable income and begins to
expire in 2039. 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 May 31, 2019. 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 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 27, 2019,
there were no pending or threatened lawsuits.
NOTE 8 – NAME CHANGE
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:
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·
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The Company’s name changed from Amperico Corp. to Bitsian Ltd.
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·
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The authorized common shares of the Company increased from 500,000,000 to
1,000,000,000.
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·
|
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).
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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.
NOTE 9 – SUBSEQUENT
EVENTS
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, 2017 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.