| The following table sets forth certain information concerning the number of shares of our common stock owned | Note 8 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2019 to the date these financial statements (August 23, 2019) were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A(T) Controls and Procedures Management's Report on Internal Controls over Financial 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 June 30, 2019 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 June 30, 2018, 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 June 30, 2019, 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 June 30, 2019, 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 June 30, 2019 based on criteria established in Internal Control- Integrated Framework issued by COSO. System of Internal Control over Financial Reporting Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Changes in Internal Control over Financial Reporting There was no change in the Company's internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company The name, age and titles of our executive officers and director are as follows: Name and Address of Executive Officer and/or Director Age Position Anna Varlamova Unit No. 5784, 152 Chartered Square Building, 212/19, Bangkok, Thailand 10500 29 President, treasurer, secretary and director (Principal Executive, Financial and Accounting Officer) Anna Varlamova has acted as our President, Treasurer, Secretary and Director since we incorporated on June 6, 2017. Ms. Varlamova owns 79.99% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Varlamova was going to be our President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, and main member of our board of directors. Ms. Varlamova graduated from Rostov State University (Russia), Faculty of Economics in 2011. Since 2011 untill 2013 she worked as sales manager in “Nestle S.A.” From 2013 till 2015 she established her own business and developed net of cafe-bakereys “Pekarius” in Moscow. Since 2015 she has been working as independent business consultant in Thailand. Since 2015, she has been obtaining a MBA in Business Consulting (Bangkok School of Management). She studied investment opportunities, tax and legal regulations in Thailand. In January 2017 - February 2017, she had the training course, runed by the Institute of Law Practice Training of the Law Society of Thailand (90 hours). Ms. Varlamova consulted private investors and offered them her service as freelance independent business consultant. She was responsible for the searching of the investment opportunities in Thailand. For more than one year of practice on Thai consulting market, she developed her own approach to business consulting service in Thailand. We believe that Ms. Varlamova's specific experience, qualifications and skills and more than 5 years of management experience will enable her to develop our business. During the past ten years our President, Secretary, Treasurer and Director , Ms. Varlamova has not been the subject to any of the following events: 1. Any bankruptcy petition filed by or against any business of which Ms. Varlamova was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Varlamova's involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; TERM OF OFFICE Our Director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation. DIRECTOR INDEPENDENCE Our Board of Directors is currently composed of one member, Anna Varlamova, who does not qualify as an independent director. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management. COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee. Item 11. Executive Compensation MANAGEMENT COMPENSATION The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer as of June 30, 2019: Summary Compensation Table Name and Principal Position Period Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) All Other Compensation ($) Total ($) Anna Varlamova, President, Secretary, Director and Treasurer June 30, 2019 -0- -0- -0- -0- -0- -0- -0- -0- There are no current employment agreements between the Company and its Officer. Ms. Varlamova currently devotes approximately twenty hours per week to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any. Director Compensation The following table sets forth director compensation as of June 30, 2019: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings All Other Compensation ($) Total ($) Anna Varlamova -0- -0- -0- -0- -0- -0- -0- Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 30, 2019 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of class Common Stock Anna Varlamova Unit No. 5784, 152 Chartered Square Building, 212/19, Bangkok, Thailand 10500 5,000,000 shares of common stock (direct) 79.99% (1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of June 30, 2019, there were 6,250,750 shares of our common stock issued and outstanding. Item 13. Certain Relationships and Related Transactions CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Anna Varlamova will not be paid for any underwriting services that she performs on our behalf with respect to this offering. Other than Ms. Varlamova' purchase of founders shares from the Company as stated below, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Ms. Varlamova, directly or indirectly, from the Company. On June 28, 2017, we issued a total of 5,000,000 shares of restricted common stock to Anna Varlamova, our president, treasurer, secretary and director in consideration of $5,000. Further, Ms. Varlamova has advanced funds to us. As of June 30, 2019, Ms. Varlamova has advanced to us $4,370. Ms. Varlamova will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Varlamova. Ms. Varlamova will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. There is no assurance that we will ever generate sufficient revenues from our operations. The obligation to Ms. Varlamova does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Varlamova or the repayment of the funds to Ms. Varlamova. The entire transaction was oral. We have a verbal agreement with Ms. Varlamova that, if necessary, she will loan the Company funds to complete the registration process. Item 14. Principal Accountant Fees and Services During fiscal year ended June 30, 2019, we incurred approximately $10,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our June 30, 2018 financial statements and for the reviews of our financial statements for the quarters ended September 30, 2018, December 31, 2018, and March 31, 2019. PART IV Item 15. Exhibits The following exhibits are included as part of this report by reference: 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City Bangkok, Thailand, on August 26, 2019. BITMIS CORP. By: /s/ Anna Varlamova Name: Anna Varlamova Title: President, treasurer, secretary and director (Principal Executive, Financial and Accounting Officer) |
