On March 4, 2020, the U.S. Securities and Exchange
Commission, or the SEC, issued an order (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, granting exemptions from specified provisions of the Exchange Act and certain rules thereunder. On March 25,
2020, the order was modified and superseded by a new SEC order (Release No. 34-88465), or the SEC Order, that provides conditional
relief to public companies that are unable to timely comply with their filing obligations as a result of the COVID-19 pandemic.
Bitmis Corp. (the “Company”) is
relying on the SEC Order to delay the filing of its quarterly report on Form 10-Q for the quarter ended March 31, 2020, or the
Quarterly Report, due to circumstances related to the COVID-19 pandemic. We were headquartered in Bangkok, Thailand until February
24, 2020 and currently we are headquartered in Guangzhou, China. Both Thailand and China have been affected by COVID-19, resulting
in quarantines, travel restrictions, and the temporary closure of office buildings and facilities. The Company has been following
the orders of local government and health authorities to minimize exposure risk for its employees, contractors and business partners,
including the closures of its offices, having employees work remotely, and following quarantine and travel restrictions. As a result,
the Company’s books and records were not easily accessible, resulting in a delay in the preparation, review and completion
of the Company’s financial statements for the Quarterly Report. Due to these disruptions, the Company is unable to timely
file its Quarterly Report, originally due on May 15, 2020. The Company expects to file the Quarterly Report on or before June 29,
2020, which is 45 days after the original filing deadline of the Quarterly Report.
The Company is supplementing its risk factors
previously disclosed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2019 with the following risk
factor:
An occurrence
of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations and financial results.
In December 2019,
a novel strain of coronavirus, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China. Since
then, COVID-19 has spread to multiple countries, including Thailand and the United States. In March 2020, the World Health Organization
declared the COVID-19 outbreak a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure
of office buildings and facilities in China, Thailand and the U.S.
The
Company’s original business plan was to develop a consulting business in Thailand. On February 24, 2020, Anna
Varlamova, our president, treasurer, secretary and director sold 5,000,000 shares of the Company’s common stock,
representing 80% of the total issued and outstanding shares of common stock of the Company, in a private transaction to
certain investors from China and Australia. Currently, we are exploring opportunities in
mining and in hospitality businesses in China. Our business development and results of operations have been adversely
affected and could continue to be adversely affected by the COVID-19 pandemic. The effects of quarantines, travel
restrictions and work-from-home policies have negatively impacted our business, and disrupted or delayed our current business
development plan, the magnitude of which will depend, in part, on the length and severity of the restrictions and other
limitations on our ability to conduct our business in the ordinary course. These and similar, and perhaps more severe,
disruptions in our operations will negatively impact our business, operating results and financial condition.
Quarantines, travel
restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted our abilities to visit potential business
partners and to have face to face meetings in China, which have negatively impacted our business development plan.
The global economy
has also been materially negatively affected by COVID-19 and there is continued severe uncertainty about the duration and intensity
of its impact. The Chinese and global growth forecast is extremely uncertain, which will seriously affect people’s desires
for investment and mergers and acquisitions.
While the potential
economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic has resulted
in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our
liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business
and the value of our common stock.
Further, as we do
not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing
in the future in the event that we require additional capital. We currently believe that our financial resources will be adequate
to see us through the outbreak. However, in the event that we do need to raise capital in the future, the outbreak-related instability
in the securities markets could adversely affect our ability to raise additional capital.
In general, our business could be adversely
affected by the effects of epidemics, including, but not limited to, COVID-19, avian influenza, severe acute respiratory syndrome
(SARS), the influenza A virus, the Ebola virus, or other outbreaks. In response to an epidemic or other outbreaks, government and
other organizations may adopt regulations and policies that could lead to severe disruption to our daily operations, including
temporary closure of our offices and other facilities. These severe conditions may cause us and/or our business partners to make
internal adjustments, including but not limited to, temporarily closing down operations, limiting business hours, and setting restrictions
on travel and/or visits with clients and partners for a prolonged period of time. Various impacts arising from severe conditions
may cause business disruption, resulting in material adverse effects to our financial condition and results of operations.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report
on Form 8-K contains “forward-looking statements” related to the Company that involve substantial risks, uncertainties
and assumptions that, if they never materialize or prove incorrect, could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. These statements are subject to numerous risks and uncertainties and are
often identified by the use of words such as “will”, “could”, “expect”, or “may”
and similar expressions or variations. Such forward-looking statements include, but are not limited to, the following: the
Company’s ability to rely on the SEC Order to delay the filing of its Form 10-Q, the Company’s timeline for its quarterly
financial statements and expected filing date of its Form 10-Q, and the impact of COVID-19 on the Company’s operations and
financial performance, including supply chain impacts. These statements are based on the beliefs and assumptions of the Company’s
management based on information currently available to management. These statements are subject to risks, uncertainties and other
factors that could cause actual results and the timing of certain events to differ materially from future results expressed or
implied by such forward-looking statements. The Company disclaims any obligation to update information contained in these forward-looking
statements whether as a result of new information, future events, or otherwise.