UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31,
2013 [ ]2017oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-182728
AMPERICO CORP.
(Exact(Exact name of registrant as specified in its charter)
| Nevada | 4700 | EIN 99-0374076 |
| (State or Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer |
| Incorporation or Organization) | Classification Number) | Identification Number) |
Caves Village Business Centre Suite 1.B
New Providence, Nass
Bahamas
Tel: (775) 461-5130
(Address(929)600-2646
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] o No [X]
x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] o No [X]
x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] xNo [ ]
o
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] oNo x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] oNo [X]
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company or, an emerging growth company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer”, “smaller reporting company”, and large accelerated filer"“emerging growth company”, in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ]
| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated filer o | Smaller reporting company x | |
| Emerging growth company o |
If an emerging growth company, [X]
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] x No [ ]
o
As of May 31, 2012,2016, the registrant had 4,480,0002,696 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of May 31, 2013.
TABLE OF CONTENTS
PART 1
ITEM 1 Description of Business 3
ITEM 1A Risk Factors 4
ITEM 2 Description of Property 4
ITEM 3 Legal Proceedings 4
ITEM 4 Submission of Matters to a Vote of Security Holders 4
PART II
ITEM 5 Market for Common Equity and Related Stockholder Matters 4
ITEM 6 Selected Financial Data 5
ITEM 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
ITEM 7A Quantitative and Qualitative Disclosures about Market Risk 7
ITEM 8 Financial Statements and Supplementary Data 8
ITEM 9 Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 18
ITEM 9A(T) Controls and Procedures 18
PART III
ITEM 10 Directors, Executive Officers, Promoters and Control Persons
of the Company 19
ITEM 11 Executive Compensation 20
ITEM 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 21
ITEM 13 Certain Relationships and Related Transactions 21
ITEM 14 Principal Accountant Fees and Services 22
PART IV
ITEM 15 Exhibits 22
2
| PART 1 | ||
| ITEM 1 | Description of Business | 3 |
| ITEM 1A | Risk Factors | 4 |
| ITEM 2 | Description of Property | 4 |
| ITEM 3 | Legal Proceedings | 4 |
| ITEM 4 | Mine Safety Disclosures | 4 |
| PART II | ||
| ITEM 5 | Market for Common Equity and Related Stockholder Matters | 4 |
| ITEM 6 | Selected Financial Data | 5 |
| ITEM 7 | Management's Discussion and Analysis of Financial Condition | 5 |
| ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 6 |
| ITEM 8 | Financial Statements and Supplementary Data | 7 |
| ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 18 |
| ITEM 9A(T) | Controls and Procedures | 18 |
| PART III | ||
| ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 19 |
| ITEM 11 | Executive Compensation | 20 |
| ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
| ITEM 13 | Certain Relationships and Related Transactions | 21 |
| ITEM 14 | Principal Accountant Fees and Services | 21 |
| PART IV | ||
| ITEM 15 | Exhibits | 21 |
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
We were incorporated in the State of Nevada on December 20, 2011. We are in the business of developing On-site WebState analytical software designed to capture customer's behavior and customer's feedback on the visited Web Sites. This behavior and feedback will be analyzed and compared against key performance indicators, like marketing, in terms of a commercial context.
We are also going to develop an analytical service process which allows comparing and ranking different websites within different categories of websites based on a customer experience and likeness of the websites visited.
The behavior analysis and the ranking results will be submitted to website owners for optimization and improvement of their website.
Since inception through May 31, 2013,2017’, the Company has accumulated losses of $32,190.
$67,135.
PRODUCTS/SERVICES
We will
Form our inception through March 12, 2014, our business was to offer our clients an On-site WebState analytical tool which will allow clients to perform web analytics including measurement, collection, analysis and reporting of internet data for purposes of optimizing and improving of web usage by potential customers.
Currently there are two categories of WebState analytics; Off-site and On-site.
Off-site web analytics refers to web measurement and analysis regardless of whether you own or maintain a website. It includes the measurement of a website's potential audience (opportunity), share of voice (visibility), and buzz (comments) that is happening on the Internet as a whole.
On-site web analytics measure a visitor's journey once on a specific website. This includes its drivers and conversions; for example, which landing pages encourage people to make a purchase. In online marketing a landing page is a single web page that appears in response to clicking on an advertisement. The landing page will usually display directed sales copy that is a logical extension of the advertisement or link.
Our On-site web analytical tool measures and collects data of the performance of a clients' website in terms of a commercial context. This data is compared against key performance indicators for performance, and used to improve the client's web site.
3
Our analytical tool includes a small program - applet, that is embedded in our client's website to collect several parameters like traffic, stay time (the time a visitor spend looking at one page), number of clicks, number of returns to the same page, number of returns to the website, an active sales per 1,000 visits. Also the visitor will be able to provide structural and free form feedback on each page of the website. The small and not intrusive applet embedded on all pages of our client's website will provide the means for sending the feedback to the Amperico database for WebState analytics and anonymous storage.
Information then will be analyzed, compared to the other websites in term of commercial context and a report with recommendations will be generated and sent back to the website owner. The report will contain an area of required improvements and recommendations based on the visitors' feedback. By following our recommendations clients' websites will get more visibility, traffic and eventually will lead to more sales.
From May 1, 2014 through June 11, 2019, the Company’s activities consisted solely of seeking other business opportunities and potential merger candidates, none of which materialized.
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.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company's operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
4
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of May 31, 2013,2017, no shares of our common stock have traded.
NUMBER OF HOLDERS
As of May 31, 2013,2017, the 4,480,0002,696 issued and outstanding shares of common stock were held by a total of 27 shareholders of record.
DIVIDENDS
No cash dividends were paid on our shares of common stock during the fiscal years ended May 31, 20122017 and 2013.2016. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
None.
PURCHASE OF OUR EQUITY SECURITIES BY OFFICERS AND DIRECTORS
None.
OTHER STOCKHOLDER MATTERS
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
5
FISCAL YEAR ENDED MAY 31, 20122017 COMPARED TO FISCAL YEAR ENDED MAY 31, 2013
2016
Our net loss for the fiscal year ended May 31, 20132017 was $31,663$7,786 compared to a net loss of $527$2,000 during the fiscal year ended May 31, 2012. 2016.
During fiscal year ended May 31, 2013,2017, the Company hasdid not generatedgenerate any revenue.
During the fiscal year ended May 31, 2013,2017, we incurred general and administrative expenses of $31,663$1,346 and $22,000 of professional fees compared to general and administrative expenses of $527$1,200 incurred during fiscal year ended May 31, 2012.
2016.
Expenses incurred during the fiscal year ended May 31, 20132017 compared to fiscal year ended May 31, 2012 increased2016 decreased primarily due to the increaseddecreased scale and scope of business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.
The weighted average number of shares outstanding was 4,480,0002,696 for the fiscal year ended May 31, 20132017 compared to 3,223,2722,696 for the period from December 20,
2011 tofiscal year ended May 31, 2012.
2016.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED MAY 31, 2013
2016
As of May 31, 2013,2017, our total assets were $136$0 and our total liabilities were $10,526$45,335 comprised of notes payable to related parties.
As of May 31, 2012,2016, our total assets were $21,598$0 comprised of cash and cash equivalents.equivalents and our total liabilities were $37,549. Stockholders' equity decreased from $21,273($37,549) as of May 31, 20122016 to ($10,390)45,335) as of May 31, 2013.
2017.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the fiscal year ended May 31, 2013, net cash flows used in operating activities was
$31,663 consisting of a net loss. For the fiscal year ended May 31, 2012,2017, net cash flows used in operating activities were $527. Net$15,020. For the fiscal year ended May 31, 2016, net cash flows used inprovided by operating activities was $32,190 for the period from inception December 20, 2011
to May 31, 2013.
$0 consisting of a net income.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended May 31, 2013,2017 net cash fromprovided by financing activities was $0.$15,020. For the fiscal year ended May 31, 2012,2017, net cash fromused in financing activities was $22,125 consisting of $21,800 of
proceeds received from issuances of common stock and $325 in loan from a
director. For the period from inception (December 20, 2011) to May 31, 2013, net
cash provided by financing activities was $32,326 consisting of $21,800 of
proceeds received from issuances of common stock and $10,526 in loan from a
director.
$0 .
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the
6
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our May 31, 20132017 and May 31, 20122016 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm 9
Balance Sheets as of May 31, 2013 and 2012 10
Statements of Operations for the Year Ended May 31, 2013 and for the
periods from December 20, 2011 (Inception) to May 31, 2012 and 2013 11
Statement of Stockholder's Equity for the period from Inception on
December 20, 2011 to May 31, 2013 12
Statements of Cash Flows for the Year Ended May 31, 2013 and for the
periods from December 20, 2011 (Inception) to May 31, 2012 and 2013 13
Notes to the Financial Statements 14
8
D. Brooks and Associates CPA's, P.A.
| Report of Independent Registered Public Accounting Firm | 8 |
| Balance Sheets as of May 31, 2017 and 2016 | 9 |
| Statements of Operations for the Years Ended May 31, 2017 and 2016 | 10 |
| Statement of Stockholders’ Deficit for the Years Ended May 31, 2017 and 2016 | 11 |
| Statements of Cash Flows for the Years Ended May 31, 2017 and 2016 | 12 |
| Notes to the Financial Statements | 13 |
Boyle CPA, LLC
Certified Public Accountants * Valuation Analyst * Advisors
& Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors and
Stockholder of Bitsian Ltd. (formerly Amperico Corp. (A Development Stage Company)
)
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Bitsian Ltd. (formerly Amperico Corp. (A Development
Stage Company)) (the “Company”) as of May 31, 20132017 and 2012, and2016, the related statements of operations, stockholders' equity,changes in stockholders’ deficit, and cash flows for each of the yeartwo years in the period ended May 31, 2013,2017, and for the periods from December 20, 2011 (Inception) throughrelated notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 20132017 and 2012. Amperico Corp.'s management is responsible2016, and the results of its operations and its cash flows for theseeach of the two years in the period ended May 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements.statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to fraud or error. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
We were not engaged
Substantial Doubt About the Company’s Ability to examine management's assertion about the effectiveness of
Amperico Corp.'s internal control over financial reporting as of May 31, 2013
and, accordingly, we do not express an opinion thereon.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Amperico Corp. (A Development
Stage Company) as of May 31, 2013 and 2012, and the results of its operations
and cash flows for the year ended May 31, 2013, and for periods from December
20, 2011 (Inception) through May 31, 2013 and 2012 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continueContinue as a going concern. Going Concern
As discussed in Note 6 to the financial statements, the Company is in the development stage,Company’s lack of revenues and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of as May 31, 2013, the
cash resources of the Company were insufficient to meet its planned business
objectives. These and other factorslimited working capital raise substantial doubt about the Company'sits ability to continue as a going concern. Management's plan regardingconcern for one year from the issuance of these matters isfinancial statements. Management’s plans are also described in Note 6 to the financial statements.6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ D. Brooks and Associates CPA's, P.A
-----------------------------------------------
D. Brooks and Associates CPA's, P.A
West Palm Beach, FL
August 29, 2013
D. Brooks and Associates CPA's, P.A. 8918 Marlamoor Lane,
West Palm Beach, FL 33412 - (954) 592-2507
9
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2019
Bayville, NJ
December 4, 2019
| 361 Hopedale Drive SE | P (732) 822-4427 |
| Bayville, NJ 08721 | F (732) 510-0665 |
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MAY
At May 31, 2013 AND 2012
| 2017 | 2016 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | - | $ | - | ||||
| Total Current Assets | - | - | ||||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 9,016 | $ | 14,670 | ||||
| Loans payable | 35,600 | 20,600 | ||||||
| Interest payable | 67 | 1,647 | ||||||
| Due to related parties | 652 | 632 | ||||||
| Total Liabilities | 45,335 | 37,549 | ||||||
| Commitments and Contingencies | - | - | ||||||
| Stockholders' Deficit | ||||||||
| Common stock, $0.001 par value; 1,000,000,000 shares authorized, | ||||||||
| 2,696 and 2,696 shares issued and outstanding as of May 31, 2017 and 2016, respectively | 3 | 3 | ||||||
| Additional paid in capital | 21,797 | 21,797 | ||||||
| Accumulated deficit | (67,135 | ) | (59,349 | ) | ||||
| Total Stockholders' Deficit | (45,335 | ) | (37,549 | ) | ||||
| Total Liabilities and Stockholder's Deficit | $ | - | $ | - | ||||
The accompanying notes toare an integral part of these financial statements.
10
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY
For the Years Ended May 31, 2013 AND FOR THE PERIODS FROM
DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012 AND 2013
| 2017 | 2016 | |||||||
| Revenue | $ | - | $ | - | ||||
| Cost of Goods Sold | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating Expenses: | ||||||||
| General and administrative | 1,346 | 1,200 | ||||||
| Professional fees | 22,000 | - | ||||||
| Total operating expenses | 23,346 | 1,200 | ||||||
| Loss from operations | (23,346 | ) | (1,200 | ) | ||||
| Other Income (Expense) | ||||||||
| Other income | 16,427 | - | ||||||
| Interest expense | (867 | ) | (800 | ) | ||||
| Total other income (expense) | 15,560 | (800 | ) | |||||
| Net Income (Loss) Before Income Taxes | (7,786 | ) | (2,000 | ) | ||||
| Income tax | - | - | ||||||
| Net Income (Loss) After Income Taxes | $ | (7,786 | ) | $ | (2,000 | ) | ||
| Weighted Average Number of Common Shares Outstanding - Basic and Diluted | ||||||||
| 2,696 | 2,696 | |||||||
| Income (Loss) per Common Share - Basic and Diluted | $ | (2.89 | ) | $ | (0.74 | ) | ||
The accompanying notes toare an integral part of these financial statements.
11
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT
STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY
FOR THE PERIODS FROM DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2013
| Common Stock | Additional | Total Stockholders’ | ||||||||||||||||||
| Shares | Amount | Paid-in Capital | Accumulated Deficit | Deficit | ||||||||||||||||
| Balance as of May 31, 2015 | 2,696 | $ | 3 | $ | 21,797 | $ | (57,349 | ) | $ | (35,549 | ) | |||||||||
| Net loss | - | - | - | (2,000 | ) | (2,000 | ) | |||||||||||||
| Balance as of May 31, 2016 | 2,696 | 3 | 21,797 | (59,349 | ) | (37,549 | ) | |||||||||||||
| Net loss | - | - | - | (7,786 | ) | (7,786 | ) | |||||||||||||
| Balance as of May 31, 2017 | 2,696 | $ | 3 | $ | 21,797 | $ | (67,135 | ) | $ | (45,335 | ) | |||||||||
The accompanying notes toare an integral part of these financial statements.
12
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED MAY
For the Years Ended May 31, 2013 AND FOR THE PERIODS FROM
DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012 AND 2013
| 2017 | 2016 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income(loss) | $ | (7,786 | ) | $ | (2,000 | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | (5,654 | ) | 1,200 | |||||
| Interest payable | (1,580 | ) | 800 | |||||
| Net Cash Provided By (Used In) Operating Activities | (15,020 | ) | - | |||||
| Cash Flows From Investing Activities | - | - | ||||||
| Cash Flows From Financing Activities | ||||||||
| Increase in loans payable | 15,000 | - | ||||||
| Increase (decrease) in due to related parties | 20 | - | ||||||
| Net Cash Provided By (Used In) Financing Activities | 15,020 | - | ||||||
| Net Increase (Decrease) In Cash | - | - | ||||||
| Cash, Beginning of Period | - | - | ||||||
| Cash, End of Period | $ | - | $ | - | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
The accompanying notes toare an integral part of these financial statements.
13
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY
Notes to Financial Statements
May 31, 2013
2017
NOTE 1 -– ORGANIZATION AND NATURE OF BUSINESS
OPERATIONS
Amperico Corp. ("the Company"(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-stateon-site web-state analytical software designed to capture customer's behavior and feedback on the visited websites. This behavior and feedback will be
analyzed and compared against key performance indicators, like marketing,
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 terms of a commercial context.Hong Kong. The Company plans to develop an analytical
service that will allow usersclosing of the softwarecontemplated transactions as per the letter of intent was to compareoccur on or before April 11, 2014. The closing was extended to April 30, 2014 by mutual agreement of all parties, and rank different
websites within different categoriesultimately did not occur. From May 1, 2014 through May 31, 2017, the Company’s activities consisted solely of websites based on customer experienceseeking other business opportunities and opinionpotential merger candidates, none of the websites visited. The behavior analysis and the ranking
results will be submitted to website owners for optimization and improvement of
their websites.
The Company's headquarters are located in Ontario, Canada. 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 generatedrestrict its search to any revenuesparticular business or incurredindustry but may participate in business ventures of essentially any costskind or nature.
The Company will not restrict its search for any specific kind of firms but may participate in implementinga venture in its operating
strategies.
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 toNOTE 8 – SUBSEQUENT EVENTS for further detail.
NOTE 2 -– SUMMARY OF SIGNIFCANTSIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
Basis of Presentation
The accompanying financial statements have been prepared in accordanceconformity with
generally accepted accounting principles applicable to development stage
companies. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America (“GAAP”) and are presentedexpressed in USU.S. dollars. The Company has adopted a May 31Company’s fiscal year end.
end is May 31.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with thean original maturitiesmaturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of May 31, 2017, the Company had $0 in cash. As of May 31, 2016, the Company had $0 in cash.
Fair Value of Financial Instruments
The Company'sCompany measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, consist ofincluding cash, accounts payable, accrued expenses, and short-term loans the carrying amounts due to its sole officer,
director and major stockholder. The carrying amount of these financial
instruments approximatesapproximate 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 to lengthdirectly 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 maturity.
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, 2017 or 2016.
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 determined basedadjusted for the effects of changes in tax laws and rates on the differences
between the financial reporting and tax basesdate of assets and liabilities using
the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amounts expected to be realized.
The Company accountsenactment.
Provision for income taxes under the provisionsconsists of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition thresholdfederal and measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely-than-not recognition threshold for all tax
uncertainties. The guidance only allows the recognition of those tax benefits
that have a greater than 50% likelihood of being sustained upon examination by
the various taxing authorities. The Company is subject to taxationstate income taxes in the United States. AllDue 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 Company's tax years are subject to examination by Federal and
state jurisdictions.
near term.
The Company classifiesrecords interest and penalties and interest related to income taxes asunrecognized tax benefits in income tax expense in the Statements of Operations.
14
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAYexpense. There were no interest or penalties related to unrecognized tax benefits for years ended May 31, 2013
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
2017 and 2016.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principlesGAAP requires management to make estimates and assumptions that affect the amounts reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities atdisclosed in the date theconsolidated financial statements and the
reported amountaccompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of revenues and expenses during the reporting period.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
Basic
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 calculatedcomputed by dividing the Company's net loss applicableavailable to common shareholders, by the weighted average number of shares of common sharesstock outstanding during the period.period, excluding the effects of any potentially dilutive securities. Diluted earningsloss per share is calculatedcomputed by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstandingof common stock during the year.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 dilutivediluted debt or equity. There
were no such
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 stock equivalents outstanding duringshare for the Period from
December 20, 2011 (Inception) throughyears ended May 31, 2013.
2017 and 2016:
| For the Year Ended | ||||||||
| May 31, | ||||||||
| 2017 | 2016 | |||||||
| Basic loss per common share | ||||||||
| Numerator: | ||||||||
| Net income(loss) available to common shareholders | $ | (7,786 | ) | $ | (2,000 | ) | ||
| Denominator: | ||||||||
| Weighted average common shares outstanding | 2,696 | 2,696 | ||||||
| Basic Income (loss) per common share | $ | (2.89 | ) | $ | (0.74 | ) | ||
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
Because
Management believes the Company has beenimpact of recently organizedissued standards and hasupdates, which are not commenced
operations, the new accounting standardsyet effective, will not have no significanta material impact on the Company’s financial statements and related disclosures.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
On January 9, 2012,
Common stock:
As of May 31, 2017, the Company issued 3,000,000had authorized a total of 1,000,000,000 shares of common stock, for cash
proceeds of $3,000 atpar value $0.001 per share.
On April 12, 2012,
There was no common stock issued during the Company issued 1,080,000fiscal years ended May 31, 2017 and 2016.
As of May 31, 2017, and 2016, a total of 2,696 shares of common stock for cash
proceeds of $10,800were issued and outstanding.
NOTE 4 – RELATED PARTY TRANSACTIONS
As at $0.01 per share.
On May 14, 2012,31, 2017 and 2016, the Company issued 400,000 shares of common stock for cash
proceeds of $8,000 at $0.02 per share.
NOTE 4 - RELATED PARTY TRANSACTION
On December 20, 2011, director loaned $325 to Incorporate the Company. During
the year ended May 31, 2013, the director loaned $10,201owes $652 and $632, respectively, to the company.President and Director of the Company for working capital advances. The loan isamounts owing are unsecured, non-interest bearing, and due on demand. The balance due to the director was $10,526imputed interest is deemed immaterial as of May 31, 2013.
15
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2013
2017.
NOTE 5 -– INCOME TAXES
The provision (benefit) for income taxes for the yearyears ended May 31, 2013,2017 and for the period from December 20, 2012 (Inception) to May 31, 20122016 consists of the following:
2013 2012
-------- --------
Current
Federal $ -- $ --
State -- --
Deferred
Federal (10,765) (179)
State (950) (16)
Change in valuation allowance 11,715 195
-------- --------
$ -- $ --
======== ========
| 2017 | 2016 | |||||||
| Current | ||||||||
| Federal | $ | - | $ | - | ||||
| State | - | - | ||||||
| Deferred | ||||||||
| Federal | (2,648 | ) | (680 | ) | ||||
| State | (260 | ) | (66 | ) | ||||
| Change in valuation allowance | 2,908 | 746 | ||||||
| Total | $ | - | $ | - | ||||
For the yearyears ended May 31, 2013,2017 and for the period from December 20, 2012
(Inception) to May 31, 2012,2016, 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.
2013 2012
-------- --------
Income tax at statutory rate 34.00% 34.00%
State income taxes, net of federal benefit 3.30 3.30
Change in valuation allowance (37.30) (37.30)
-------- --------
Total 0.00% 0.00%
======== ========
| 2017 | 2016 | |||||||
| Income tax at statutory rate | 34.00 | % | 34.00 | % | ||||
| State income taxes, net of federal benefit | 3.30 | 3.30 | ||||||
| Change in valuation allowance | (37.30 | ) | (37.30 | ) | ||||
| Total | 0.00 | % | 0.00 | % | ||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management's evaluation, the net deferred tax asset was offset by a full valuation allowance in all periods presented. The Company's deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and tax liabilities as of May 31, 20132017 and 20122016 are as follows:
2013 2012
-------- --------
Net operating loss $ 11,798 $ 75
Amortization of organizational costs 112 120
-------- --------
Gross deferred tax assets: 11,910 195
Less: valuation allowance (11,910) (195)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
16
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2013
| 2017 | 2016 | |||||||
| Net operating loss | $ | 7,786 | $ | 2,000 | ||||
| Amortization of organization costs | - | - | ||||||
| Gross deferred tax assets | 7,786 | 2,000 | ||||||
| Less: Valuation allowance | (7,786 | ) | (2,000 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
As of May 31, 20122017, the Company had a net operating loss carry-forward of approximately $31,900$67,135 which may be used to offset future taxable income and begins to expire in 2031.2037. 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, 2013.2016. 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 18, 2019, there were no pending or threatened lawsuits.
NOTE 8 – SUBSEQUENT EVENTS
On April 23, 2019, the Board of Directors and the majority shareholder of the Company approved a Plan of Conversion of the Company from a Nevada corporation into a Bahamas corporation (the “Plan”). The Company filed Articles of Continuation (the “Bahamas Articles of Continuation”) in such form as required by the provisions of Chapter 309, Part VIII, Sections 84-88 of the Bahamas International Business Companies Act, as amended (the "Bahamas Law") with the Registrar of Companies in the Bahamas as provided in the Bahamas Law, and Articles of Conversion (the “Nevada Articles of Conversion”) in such form as required by the provisions of Section 92A. 205 of the Nevada Revised Statutes (“Nevada Law”) with the Secretary of State of the State of Nevada.
In accordance with the Plan, upon the effective time of conversion, the Articles of Incorporation and Bylaws of the Company currently in place shall be replaced by the Bahamas Articles of Continuation and Articles of Association respectively, to comply in all respects with the applicable provisions of Bahamas Law.
In addition, and in accordance with the Plan, the Bahamas Articles of Continuation, and Articles of Association, the following changes were approved on April 23, 2019 and become effective upon the effective time of conversion:
| · | The Company’s name changed from Amperico Corp. to Bitsian Ltd. |
| · | The authorized common shares of the Company increased from 500,000,000 to 1,000,000,000. |
| · | The outstanding common shares of the Company decreased from 134,400,000 to 2,696 on a pro rata basis as a result of a 50,000 to 1 reverse split in which any fractional shares shall be rounded up (NOTE: the effects have been applied on a retroactive basis in these financial statements). |
The Company received its Certificate of Continuation from the Registrar of Companies in the Bahamas on May 13, 2019, with an effective time of conversion of April 30, 2019.
The Company plans to file the foregoing changes with FINRA, but there is no guarantee FINRA will effectuate the changes.
Bitsian Inc. Transaction
On June 11, 2019, the Company issued a total of 300,000,000 shares of common stock to seven individuals and two companies (collectively referred to as the “Bitsian Shareholders”) as full consideration for the acquisition of a 100% interest in Bitsian Inc. (hereinafter referred to as "Bitsian"), a Delaware corporation based in New York. The Company, Bitsian, and the Bitsian Shareholders entered into a share exchange agreement on June 7, 2019 whereby the Bitsian Shareholders exchanged their shares in Bitsian for shares in the Company. The Bitsian Shareholders represented a total of 100% of the issued and outstanding share capital in Bitsian.
Bitsian Inc. was recently formed to develop, own and operate the PriceCoin Platform, an online platform whereby users will be able to buy and sell crypto currencies on a variety of exchanges through one simple interface. The PriceCoin Platform will initially be accessible by institutional investors and upon receiving all regulatory approvals to global investors and will be available in web format.
Coin Trader Ltd. Transaction
On June 11, 2019, the Company issued a total of 300,000,000 shares of common stock to three individuals and two companies (collectively referred to as the “Coin Trader Shareholders”) as full consideration for the acquisition of a 100% interest in Coin Trader Ltd. (hereinafter referred to as "Coin Trader"), a company incorporated and based in the Bahamas. The Company, Coin Trader, and the Coin Trader Shareholders entered into a share exchange agreement on June 7, 2019 whereby the Coin Trader Shareholders exchanged their shares in Coin Trader for shares in the Company. The Coin Trader Shareholders represented a total of 100% of the issued and outstanding share capital in Coin Trader.
Coin Trader was recently formed to develop, own and operate the CoinTraders Platform, an online exchange whereby users will be able to buy and sell crypto currencies, utility tokens, and other digital assets. The CoinTraders Platform will be accessible by non-US investors and will be available in both web and mobile formats. Users will have access to over 100 crypto pairs and will be able to fund their accounts with fiat currency. There will be no deposit or withdrawal limits and the CoinTraders Platform will simplify utility token offerings.
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to May 31, 20132017 to the date these financial statements were available to be issued, and has determined that it does not have anythere are no additional material subsequent events to disclose in these financial statements
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of May 31, 20132017 using the criteria established in " Internal Control - Integrated Framework " issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities.
2. We did not maintain appropriate cash controls - As of May 31, 2013,2017, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company's bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3. We did not implement appropriate information technology controls - As at May 31, 2013,2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 20132017 based on criteria established in Internal Control--Integrated Framework issued by COSO.
18
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of May 31, 2013,2017, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Alex Norton 56 President, Chief Executive Officer,
42 Rockwood Crescent, Secretary, Chief Financial Officer
Thornhill, ON, L4J 7T2, and Chief Accounting Officer
Canada
Vladimir Kolossovski 59 Treasurer
42 Rockwood Crescent,
Thornhill, ON, L4J 7T2,
Canada
| Name and Address of Executive | ||
| Officer and/or Director | Age | Position |
| ----------------------- | --- | -------- |
| Alex Norton | 60 | President, Chief Executive Officer, |
| 42 Rockwood Crescent, | Secretary, Chief Financial Officer | |
| Thornhill, ON, L4J 7T2, | and Chief Accounting Officer | |
| Canada | ||
| Vladimir Kolossovski | 63 | Treasurer |
| 42 Rockwood Crescent, | ||
| Thornhill, ON, L4J 7T2, | ||
| Canada |
BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR
Since our inception on December 20, 2011, Alex Norton has been our President, Chief Executive Officer, Secretary, and Chief Financial Officer.
From 2000 to present his practical work and background has been closely tightened with software consulting work for IT companies (Sybertek Dallas, TX; Sprint Kansas city, MO) and financial institutions in The USA (Pacific Life, NY Life) and Canada. He has been leading multiple large software projects.
In 2009 Mr. Norton completed a Project Management program at Ryerson University of Toronto, Canada. Alex Norton holds a bachelor degree in computer science and economics from University of Economics and Law, Irkutsk, Russia.
19
Vladimir Kolossovski is our treasurer. For the past 10 years Mr. Kolossovski has been working as a QA Engineer for Isoted Ground Inc. in Ashdod, Israel. His duties include testing the quality of the road building materials and quality of the road constructions.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
We have no employees other than our Treasurer, Vladimir Kolossovski, and a sole director, Alex Norton; each of them currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the "Named Executive Officers") from inception
on December 20, 2011 untilat May 31, 2013.
2017.
SUMMARY COMPENSATION TABLE
| Non-Equity | Nonqualified | ||||||||
| Incentive | Deferred | ||||||||
| Name and | Stock | Option | Plan | Compensation | All Other | ||||
| Principal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Totals | |
| Position | Year | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| --------- | ---- | ------ | ----- | ------ | ------ | ------------ | -------- | ------------ | ------ |
| Alex Norton | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| President | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Vladimir | |||||||||
| Kolossovski | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Treasurer | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
CHANGE OF CONTROL
As of May 31, 2013,2017, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our common stock, as of May 31, 20132017 and as of the date of the filing of this annual report by:
* each of our executive officers;
* each director;
* each person known to us to own more than 5% of our outstanding common
stock; and
* all of our executive officers and directors and as a group.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Alex Norton 3,000,000 shares of 67%
42 Rockwood Crescent, common stock
Thornhill, ON, L4J 7T2, (director)
Canada
Vladimir Kolossovski 60,000 shares of 1.3%
42 Rockwood Crescent, common stock
Thornhill, ON, L4J 7T2 (executive officer)
Canada
| * | each of our executive officers; |
| * | each director; |
| * | each person known to us to own more than 5% of our outstanding common stock; and |
| * | all of our executive officers and directors and as a group. |
| Name and Address of | Amount and Nature of | ||
| Title of Class | Beneficial Owner | Beneficial Ownership | Percentage |
| -------------- | ---------------- | -------------------- | ---------- |
| Common Stock | Alex Norton | 60 shares of | 67% |
| 42 Rockwood Crescent, | common stock | ||
| Thornhill, ON, L4J 7T2, | (director) | ||
| Canada | |||
| Vladimir Kolossovski | 1 shares of | 1.3% | |
| 42 Rockwood Crescent | common stock | ||
| Thornhill, ON, L4J 7T2 | (executive officer) | ||
| Canada |
The percent of class is based on 4,480,0002,696 shares of common stock issued and outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended May 31, 2013,2017, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
21
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal yearyears ended May 31, 2013,2017 and 2016, we incurred approximately $7,200$0 and $0 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the quarters ended May 31, 2012, February 28, 2013, and
May 31, 2013.
statements.
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
EXHIBITS:
31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of
the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of
the Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer and Chief Financial Officer
Under Section 1350 as Adopted Pursuant Section 906 of the
Sarbanes-Oxley Act
101 Interactive data files pursuant to Rule 405 of Regulation S-T (2)
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act |
| 32.1 | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T (2) |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMPERICO CORP.
Dated: August 29, 2013 By: /s/ Alex Norton
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Alex Norton, President and Chief Executive
Officer and Chief Financial Officer
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| Dated: December 26, 2019 | By: | /s/ Richard DiBiase | ||
| Richard DiBiase, President and Chief Executive | ||||
| Officer and Chief Financial Officer |
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