ITEM 1. FINANCIAL STATEMENTS
Notes to Condensed Financial Statements
November 30, 2014
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 May 31, 2014, 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 November 30, 2014 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 six months ended
November 30, 2014 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 November 30, 2014, 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 six months ended
November 30, 2014 and the year ended May 31, 2014
As of November 30, 2014, and May 31, 2014,
a total of 2,696 shares of common stock were issued and outstanding.
NOTE 4 – RELATED PARTY TRANSACTIONS
As at November 30, 2014 and May 31, 2014, the Company owes $15,100
and $15,100, respectively, to the President and Director of the Company for working capital advances. The amounts owing
are unsecured, non-interest bearing, and due on demand. The imputed interest is deemed immaterial as of November 30, 2014.
NOTE 5 – INCOME TAXES
The provision (benefit) for income taxes for the six months
ended November 30, 2014 and the year ended May 31, 2014 consists of the following:
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For the six
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For the year
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months ended
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ended
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November 30,
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May 31,
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2014
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2014
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Current
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Federal
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$
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-
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$
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-
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State
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-
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-
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Deferred
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Federal
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(340
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)
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(12,963
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)
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State
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(34
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)
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(1,258
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)
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Change in valuation allowance
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374
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14,221
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Total
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$
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-
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$
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-
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For the six months ended
November 30, 2014 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.
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For the six
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For the year
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months ended
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ended
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November 30,
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May 31,
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2014
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2013
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Income tax at statutory rate
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34.00
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%
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34.00
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%
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State income taxes, net of federal benefit
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3.30
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3.30
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Change in valuation allowance
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(37.30
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)
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(37.30
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)
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Total
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0.00
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%
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0.00
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%
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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 November 30, 2014 and May
31, 2014 are as follows:
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For the six
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For the year
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months ended
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ended
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November 30,
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May 31,
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2014
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2014
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Net operating loss
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$
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1,000
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$
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14,200
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Gross deferred tax assets
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1,000
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14,200
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Less: Valuation allowance
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(1,000
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)
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(14,200
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)
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Net deferred tax asset
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$
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-
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$
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-
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As of November 30, 2014, the Company had a net operating loss
carry-forward of approximately $70,000 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 November 30, 2014. 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 9, 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:
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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.
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.