Item 1.01. Entry into a Material Definitive Agreement

The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The Share Exchange with Cambell International Holding Limited

On December 30, 2022, we entered into a share exchange agreement ("Share Exchange Agreement") with (i) Cambell International Holding Limited ("Cambell International"), a limited liability company incorporated in British Virgin Islands on September 23, 2020 and (ii) the shareholders of Cambell International (the "Cambell Shareholders") to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the "Shares") of our common stock and the transfer by Ms. Xiaoyan to the Cambell Shareholders of 9,000,000 shares of our Series A Preferred Stock owned by her ("Reverse Acquisition"). The Reverse Acquisition was closed on December 30, 2022.

None of Cambell International's stockholders is a U.S. Person (as that term is defined in Regulation S of the Securities Act of 1933) and Cambell International acquired our shares in the Reverse Merger outside of the United States.

In issuing these securities to Cambell International's stockholders, we relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by the U.S. Securities and Exchange Commission (the "SEC"). Among other things, the offer or sale was made in an offshore transaction and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. In addition, each of the recipients of the shares certified that he/she/it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act.

Accounting Treatment; Change of Control

Pursuant to the "Reverse Acquisition," Cambell International is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Business Combination will be those of Cambell International and its consolidated subsidiaries and will be recorded at the historical cost basis of Cambell International, and the consolidated financial statements after consummation of the Business Combination will include the assets and liabilities of Cambell International and its subsidiaries and VIE, historical operations of Cambell International and its subsidiaries and VIE, and operations of Bitmis Corp. from the Closing Date of the Reverse Acquisition.

Pursuant to the Business Combination, a change of control of Bitmis Corp. occurred as of the Closing Date. Except as described in this Report, no arrangements or understandings exist among present or former controlling shareholders with respect to the election of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control of the Bitmis Corp.

We continue to be a "smaller reporting company," as defined under the Exchange Act, following the Reverse Acquisition.





                                       1





                            DESCRIPTION OF BUSINESS

Corporate History and Structure

Bitmis Corp.

Bitmis Corp. was founded in the State of Nevada on June 6, 2016. The Company originally intended to commence operations in the business of consulting in Thailand, but it was not successful. On February 24, 2020, Anna Varlamova, the president, treasurer, secretary, and director of Bitmis Corp. sold 5,000,000 shares of the Company's common stock, representing 80% of its total issued and outstanding shares of common stock, in a private transaction to Li Wen Chen (1,250,000 shares), Bi Feng Zhao (1,000,000 shares), Heng Jian Yang (1,000,000 shares), Kin Chiu Leung (1,000,000 shares), Jin Jia Mai (750,000 shares) and Zhong Xiong Chen (500,000) (collectively, the "Purchasers") for an aggregate purchase price of $395,000. The share ownership of the Purchasers represented, respectively, 20%, 16%, 16%, 12%, 8% and 8% of the total issued and outstanding shares of common stock of the Company.

In December 2019, a novel strain of coronavirus, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China which spread all over China and throughout the world. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic which resulted in quarantines, travel restrictions, shelter-in-place, and other restrictions. The global economy was materially negatively affected by COVID-19 and the Company's business and results of operations were negatively impacted by its inability to visit and meet clients in China for potential merger and acquisition projects as well as a significant disruption of global financial markets, reducing the Company's ability to access capital, potentially negatively affecting the Company's liquidity.

On July 8, 2020, the Board of Directors received resignation letters from Mr. Zhong Xiong Chen, a member of the Board, and Ms. Li Wen Chen, a member of the Board and Chief Financial Officer of the Company, both citing personal reasons and both effective on July 8, 2020.





The Company has been dormant since July 2020.
. . .

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.

Item 5.01 Change in Control of Registrant.

Reference is made to the disclosure made under Item 1.01 and Item 2.01 which is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Reference is made to the disclosure made under Item 1.01 and Item 2.01 which is incorporated herein by reference. For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under the heading "DIRECTORS AND EXECUTIVE OFFICERS.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

(b) Pro forma financial information






 (c) Exhibits

In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

? should not in all instances be treated as categorical statements of fact, but

rather as a way of allocating the risk to one of the parties if those

statements prove to be inaccurate;

? have been qualified by disclosures that were made to the other party in

connection with the negotiation of the applicable agreement, which disclosures

are not necessarily reflected in the agreement;

? may apply standards of materiality in a way that is different from what may be

viewed as material to you or other investors; and

? were made only as of the date of the applicable agreement or such other date or

dates as may be specified in the agreement and are subject to more recent


   developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.





                                       73

(d) The following exhibits are filed with this report:






Exhibit
Number    Description



10.1*       Share Exchange Agreement

10.2*       Consulting Service Agreement

10.3*       Business Operation Agreement

10.4*       Proxy Agreement

10.5*       Equity Disposal Agreement

10.6*       Equity Pledge Agreement



104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




* Submitted herewith




                                       74

© Edgar Online, source Glimpses