(f/k/a BITSIAN LTD. and f/k/a
AMPERICO CORP.)
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Amperico
Ltd. (f/k/a Bitsian Ltd. and f/k/a 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 9 – 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 carryforwards 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, 2019 and 2018:
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For the Year Ended
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|
|
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May 31,
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|
|
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2019
|
|
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2018
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Basic loss per common share
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|
|
|
|
|
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Numerator:
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|
|
|
|
|
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Net loss available to common shareholders
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$
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(42,936
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)
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$
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(3,200
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)
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Denominator:
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|
|
|
|
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|
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Weighted average common shares outstanding
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|
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2,696
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|
|
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2,696
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|
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|
|
|
|
|
|
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Basic loss per common share
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$
|
(15.93
|
)
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$
|
(1.19
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)
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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
Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences
of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.
On
December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition
tax on accumulated foreign earnings and a reduction of the corporate income tax rate from 34% to 21% effective January 1, 2018,
among others. We will be required to recognize the effect of the tax law changes in the period of enactment, such as determining
the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our
deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact
of a transition tax. We expect to revise the statutory income tax rate to 21% in fiscal 2018. Since the Tax Act was passed late
in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider
the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance
and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period
in accordance with SAB 118, and no later than fiscal year end May 31, 2019.
During
2019, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward
has been fully reserved. The cumulative net operating loss carryforward was approximately $113,271 at May 31, 2019 and $70,335
at May 31, 2018 and will begin to expire in the year 2029.
The
Company had deferred income tax assets as of May 31, 2019 and 2018 as follows:
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May 31, 2019
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|
|
May 31, 2018
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Net operating losses
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$
|
113,271
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|
|
$
|
70,335
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|
|
|
|
|
|
|
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Effective rate
|
|
|
21
|
%
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|
|
21
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%
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|
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Total deferred tax assets
|
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$
|
23,787
|
|
|
$
|
14,770
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Less: valuation allowance
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(23,787
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)
|
|
|
(14,770
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company has no accruals for interest
and penalties since inception. The Company has no tax positions at May 31, 2019 and 2018 for which the ultimate deductibility is
highly certain but for which there is uncertainty about the timing of such deductibility. The Company’s 2019, 2018 and 2017
U.S. Corporation Income Tax Returns have not been filed and are subject to U.S. Internal Revenue Service examination. A valuation
allowance existed as of May 31, 2019, due to the uncertainty of net operating loss utilization based on the Company’s history
of losses.
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 February 10, 2020, there were no pending or threatened lawsuits.
NOTE 8 – NAME CHANGES
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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·
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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.
On December 10, 2019,
the Company’s name was changed from Bitsian Ltd. to Amperico Ltd.
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.
On August 7, 2019, the Company, Bitsian,
and the Bitsian Shareholders signed a Cancellation Agreement whereby the share exchange agreement was canceled, the 300,000,000
shares of common stock were returned to treasury, and the 100% membership interest in Bitsian was returned to the Bitsian Shareholders.
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. On August 30, 2019, 60,000,000 shares were returned to treasury.
On October 2, 2019 the Company completed
3 non-brokered private placements at $0.10 per share for a total of $300,000 and subsequently issued 3,000,000 shares of common
stock.
On October 7, 2019, the Company issued
a total of 297,000,000 shares of common stock to two individuals and ten companies (collectively referred to as the “Green
Lite Shareholders”) as full consideration for the acquisition of a 100% interest in Green Lite Analytics LLC (hereinafter
referred to as “Green Lite”), a Delaware limited liability company based in New York. The Company, Green Lite, and
the Green Lite Shareholders entered into a share exchange agreement on October 7, 2019 whereby the Green Lite Shareholders exchanged
their ownership interests in Green Lite for shares in the Company. The Green Lite Shareholders represented a total of 100% of the
issued and outstanding share capital in Green Lite.
On October 17, 2019 the Company issued
25,000,000 shares of common stock for consulting services.
On October 22, 2019 the Company issued
60,000,000 shares of common stock for payment of officer’s compensation.
On December 10, 2019, the Company’s
name was changed from Bitsian Ltd. to Amperico Ltd.
In accordance with SFAS 165 (ASC 855-10)
the Company has analyzed its operations subsequent to May 31, 2019 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.