ITEM 1. FINANCIAL STATEMENTS
Notes to Condensed Financial
Statements
February 28, 2019
(unaudited)
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 February 28, 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 February 28, 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 February 28, 2019 and May 31, 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 nine months ended February 28, 2019 and for the year ended May 31, 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 nine months ended February 28, 2019 and 2017:
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For the Nine Months Ended
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February 28,
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2019
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2018
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|
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Basic loss per common share
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Numerator:
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Net loss available to common
shareholders
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$
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(2,400
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)
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$
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(2,400
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)
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Denominator:
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Weighted average common shares
outstanding
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2,696
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2,696
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Basic loss per common share
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$
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(0.89
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)
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$
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(0.89
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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 February 28, 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 nine months ended February 28, 2019 and the year ended May 31, 2018
As of February 28, 2019, and May
31, 2018, a total of 2,696 shares of common stock were issued and outstanding.
NOTE 4 – RELATED PARTY
TRANSACTIONS
As at February 28, 2019 and May
31, 2018, the Company owes $652 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 February
28, 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 carryforward has been fully reserved.
The cumulative net operating loss carryforward was approximately $72,735 at February 28, 2019 and $70,335 at May 31, 2018 and will
begin to expire in the year 2039.
The Company had deferred income
tax assets as of February 28, 2019 and May 31, 2018 as follows:
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February
28, 2019
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May 31,
2018
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Net operating losses
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$
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72,735
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$
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70,335
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Effective rate
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21
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%
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21
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%
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Total deferred tax assets
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$
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15,274
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$
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14,770
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Less: valuation allowance
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(15,274
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)
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(14,770
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)
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$
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-
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$
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-
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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 February 28, 2019 and May 31, 2018 for which the
ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company’s
2018, 2017 and 2016 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 February 28, 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 February 28, 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. 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 January 30, 2020, 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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·
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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.
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 February 28, 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.