UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2022
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NO. 333-214469
BITMIS CORP.
now known as
CAMBELL INTERNATIONAL HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
6770
(Primary Standard Industrial Classification Code
Number)
98-1310024
(IRS Employer Identification No.)
1-17-1 Zhaojia Road
Xinglongtai District
Panjin City, Liaoning Province
Beijing, PRC 124000
+85 15842767931
(Address and telephone number of registrant’s
executive office)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| None | | N/A | | N/A |
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 ☐
No ☒
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 ☒
No ☐
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 ☐ No ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, 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. ☐
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by checkmark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant, as of December 31, 2021, the last business day of the registrant’s most
recently completed second fiscal quarter, was not available since there were no quotes available on our common stock. Solely for purposes
of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding
common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.
As of July 19, 2022 the Registrant had 6,250,750
shares of common stock issued and outstanding.
| Auditor Name: | | Auditor Location: | | Auditor Firm ID: |
| WWC, P.C. | | San Mateo, California | | 1171 |
EXPLANATORY NOTE
This Amendment
No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended June 30, 2022 of Bitmis
Corp. (now known as Cambell International Holding Corp.) (the “Company”), originally filed with the U.S. Securities and Exchange
Commission (“SEC”) on July 19, 2022 (the “Original Report”). The purpose of this Amendment is to accurately
reflect on the cover page of the Original Report that the Company does not have any securities registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, this Amendment reflects that the
Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. The fiscal year in which the Company’s
registration statement was declared effective ended on June 30, 2017. No shares were sold pursuant to that registration statement. The
Company’s reporting obligation under Section 15(d) of the Exchange Act was automatically suspended as of July 1, 2017 as it had
fewer than 300 shareholders of record. The Company has been filing periodic reports on a voluntary basis, and continues to do so.
This Amendment further reflects that the Company
qualifies as an emerging growth company as it consistently has had total annual gross revenues of
less than $1.235 billion and none of the events that would cause termination of its status as an emerging growth company has occurred.
This Amendment
does not amend, modify or otherwise update any other information in the Original Report. Accordingly, this Amendment should be read in
conjunction with the Original Report. In addition, this Amendment does not reflect events that may have occurred subsequent to the date
of the Original Report.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 15 of our Original Report
is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment.
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
BITMIS CORP. |
| |
Now known as CAMBELL INTERNATIONAL HOLDING CORP. |
| |
|
| Dated: November 9, 2023 |
By: |
/s/ Xiuzhi Sun |
| |
|
Xiuzhi Sun |
| |
|
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
| Dated: November 9, 2023 |
By: |
/s/ Xiuzhi Sun |
| |
|
Xiuzhi Sun |
| |
|
Chief Financial Officer |
| |
|
(Principal Financial Officer) |
2
CT
NONE
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In connection with the Annual
Report of Cambell International Holding Corp. (the “Company”) on Form 10-K/A for the year ended June 30, 2022, as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiuzhi Sun, Chief Executive Officer and Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act
of 2002, that: