UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~ 30August 19, ~~2023~~2025

CAMBELL INTERNATIONAL HOLDING CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		333-214469		98-1310024
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1-17-1 Zhaojia Road
Xinglongtai District
Panjin City, Liaoning Province
People's Republic of China		124000
People’s Republic of China		124000
(Address of principal executive offices)		(Zip Code)

+86 15842767931

(Registrant’s telephone number, including area code)

BITMIS CORP.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered under Section 12(g) of the Exchange Act: None

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

TABLE OF CONTENTS’

Item No.	Description of Item	Page No.

Item 4.01	Item 4.01 Changes in Registrant's Certifying Accountant.	1

Item 4.01

Changes in Registrant’s Certifying Accountant.

OnEffective ~~July 8, 2020, the Board of Directors of Bitmis Corp. (the “Company”) received a resignation letter from Zhong Xiong Chen~~ as ~~a member~~ of ~~the~~June ~~Board of Directors. Further~~14, on ~~July 8~~2025, ~~2020~~WWC, P.C. ~~the~~tendered ~~Board~~its ~~of Directors received another~~ resignation ~~from Li When Chen~~ as athe ~~member~~independent ofregistered ~~the~~public ~~Board~~accounting offirm ~~Directors~~for ~~and chief~~Cambell ~~financial~~International ~~officer/treasurer~~Holding ~~of the Company~~Corp., As a ~~result~~Nevada ofcorporation (the ~~Covid-19 pandemic in the People’s Republic of China where the~~ “Company’~~s business operations and principal place of business were located, the Company was unable to continue its operations and became a dormant company until April 22, 2022~~).

OnPreviously, on ~~April~~December 1230, 2022, ~~the Eighth~~a ~~Judicial~~current ~~District~~report ~~Court~~on inForm ~~Clark~~8-K ~~County~~was filed announcing that on December 30, ~~Nevada~~2022, ~~Case~~Cambell ~~No:~~International ~~A-22-849683-B~~Holding Limited, ~~appointed~~a ~~Custodian~~corporation ~~Ventures~~organized ~~LLC~~under the laws of the British Virgin Islands (“~~Custodian~~Cambell ~~Ventures~~International”), ~~managed~~ byentered ~~David~~into ~~Lazar,~~a asshare exchange agreement with the Company’s ~~custodian.~~and ~~Upon~~ the ~~appointment~~shareholders of ~~Mr.~~Cambell ~~Lazar~~International asto acquire all the ~~sole~~issued ~~officer,~~and ~~chief~~outstanding ~~executive~~capital ~~officer/president,~~of ~~chief~~Cambell ~~financial~~International ~~officer/treasurer~~in ~~and~~exchange ~~secretary~~for the issuance by the Company of an aggregate of 1,000,000 ~~and~~shares asof its common stock to certain shareholders (“Reverse Acquisition”). After the ~~sole~~Reverse ~~director~~Acquisition, ~~all~~Cambell ~~former~~International ~~officers~~became ~~and~~a ~~directors~~wholly-owned subsidiary of the Company on December 30, 2022. The December 30, 2022 current report contained the auditor’s opinion and consent from WWC, PC (“WWC”), which also reflected that WWC had ~~either~~been the auditor since 2022. WWC also performed the review procedures for the quarterly reports on Form ~~previously~~10-Q ~~resigned~~for orthe ~~resigned~~quarters ~~effective~~ended ~~with~~December ~~his~~31, ~~appointments~~2022 and March 31, 2023.

~~Through Mr.~~There ~~Lazar’s~~was ~~manager~~no ~~position~~8-K infiled ~~Custodian~~prior ~~Ventures~~to ~~in its capacity as custodian for~~ the ~~Company, including Mr. Lazar’s appointment~~announcement asof the ~~sole~~Reverse ~~officer~~Acquisition ~~and~~announcing ~~director,~~the onresignation ~~July~~of ~~19, 2022, Mr. Lazar filed~~ the Company’s ~~annual~~previous ~~report on Form 10-K for fiscal year ended June 30~~accountant, ~~2022, together with an auditor’s report and consent from~~ BF Borgers ~~CPA~~, PCand ~~(“BF~~the ~~Borgers”).~~subsequent appointment of WWC.

~~On December~~WWC’s 5,audit ~~2022, a current~~ report on ~~Form~~the ~~8-K~~Company’s ~~was~~financial ~~filed~~statements ~~announcing that on September 22, 2022,~~ as aof ~~result~~and offor athe ~~private~~fiscal ~~transaction~~year ~~(the “2022~~ended ~~Transaction”),~~June 1030,~~000,000~~ ~~shares~~2023 ofdid ~~series~~not Acontain ~~preferred~~an ~~stock~~adverse opinion ofor ~~the~~a ~~Company~~disclaimer ~~were~~of ~~transferred~~opinion ~~from~~and ~~Custodian~~was ~~Ventures to~~not ~~Xiaoyan~~qualified ~~Yuan~~or ~~(“Xiaoyan~~modified ~~Yuan”).~~as Asto ~~a result~~uncertainty, ~~Xiaoyan~~audit ~~Yuan~~scope ~~became~~or ~~the~~accounting ~~holder~~principles, ofexcept ~~90% of~~ that the ~~voting~~audit ~~rights~~report ofon the ~~issued~~financial ~~and outstanding~~statements ~~share capital~~ of the Company. ~~The~~for ~~current report on Form 8-K further disclosed that simultaneously David Lazar resigned effective immediately as~~ the ~~sole~~fiscal ~~officer~~year ~~and~~ended ~~director~~June ~~and~~30, ~~Xiaoyan~~2023, ~~Yuan~~contained ~~was~~an ~~appointed~~uncertainty asabout the ~~new chief executive officer/president, chief financial~~ ~~officer/treasurer~~Company’s ~~and~~ability ~~secretary,~~to ~~and~~continue ~~sole~~as ~~director~~a ofgoing ~~the Company~~concern.

OnSince ~~December~~WWC’s ~~30,~~appointment approximately during 2022, ato ~~current~~its ~~report~~resignation onthat ~~Form 8-K~~ was ~~filed~~effective ~~announcing~~as ~~that~~of onJune ~~December 30~~14, ~~2022~~2025, ~~Cambell~~there ~~International~~were: ~~Holding Limited, a corporation organized under the laws of the British Virgin Islands~~ (~~“Cambell International”~~i), ~~entered~~no ~~into~~disagreements abetween ~~share exchange agreement with~~ the Company and ~~the~~WWC ~~shareholders~~on ofany ~~Cambell~~matter ~~International to acquire all the issued and outstanding capital~~ of ~~Cambell~~accounting ~~International~~principles inor ~~exchange~~practices, ~~for~~financial ~~the~~statement ~~issuance~~disclosure byor ~~the Company~~auditing ofscope anor ~~aggregate~~procedure, ofwhich 1disagreements,~~000,000~~ if ~~shares~~not ofresolved ~~its common stock~~ to ~~certain~~the ~~shareholders~~satisfaction ~~(“Reverse Acquisition”). As a condition~~ of ~~closing~~WWC ofwould ~~the~~have ~~Reverse~~caused ~~Acquisition,~~WWC ~~Xiaoyan~~to ~~Yuan~~make ~~transferred~~reference to the ~~shareholders~~subject matter of ~~Cambell~~the ~~International~~disagreement anin ~~aggregate~~its ~~9,000,000 shares~~report ofon the ~~Company’s~~financial ~~series~~statements Afor ~~preferred~~such ~~stock~~year; ~~held~~and of(ii) ~~record~~no by“reportable ~~Xiaoyan~~events” ~~Yuan.~~as ~~After~~that ~~the~~term ~~Reverse~~is ~~Acquisition,~~defined ~~Cambell~~in ~~International~~Item ~~became~~ 304(a)(1)(v) ~~wholly-owned subsidiary~~ of Regulation ~~the Company on December 30, 2022~~S-K.

The Company provided WWC with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). WWC furnished a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of WWC’s letter dated June 14, 2025 is attached as Exhibit 16.1 hereto.

~~The~~Effective ~~December~~as ~~30,~~of ~~2022~~June ~~current~~14, ~~report~~2025, onthe ~~Form~~Board ~~8-K~~engaged ~~contained~~GGF ~~the~~CPA ~~auditor’s~~Ltd. ~~opinion and consent from WWC, PC~~ (“~~WWC~~GGF”) as ~~Campbell~~the ~~International~~Company’s ~~auditor.~~independent ~~Subsequently~~registered public accounting firm, ~~WWC~~ ~~was~~effective immediately. The Board engaged GGF to act as the Company’s independent ~~auditor~~registered ~~and~~public ~~performed~~accounting ~~review~~firm ~~procedures~~ for the ~~quarterly~~fiscal ~~reports~~year ~~on Form 10-Q for the quarters~~ ended ~~December~~June 3130, ~~2022 and March 31, 2023~~2024.

~~Effective~~During asthe offiscal ~~January~~year ended June 30, ~~2023~~2024, BF ~~Borgers~~and ~~tendered~~in ~~its~~the ~~resignation~~subsequent asperiod ~~the~~to ~~Company’s~~current ~~independent~~date, ~~registered~~neither ~~public~~the ~~accounting~~Company ~~firm.~~nor BFanyone ~~Borger’s~~acting ~~audit report~~ on ~~the~~its ~~Company’s~~behalf ~~financial~~has ~~statements~~consulted aswith ofGGF ~~and~~regarding: ~~for~~ (i) the ~~fiscal~~application ~~year~~of ~~ended~~accounting ~~June~~principles ~~30,~~to ~~2022,~~a ~~did~~specified ~~not~~transaction, ~~contain~~either ancompleted ~~adverse~~or ~~opinion~~ proposed, or athe ~~disclaimer~~type of audit opinion ~~and~~that ~~was~~might be ~~not~~rendered ~~qualified~~with orrespect ~~modified~~to asthe toCompany’s ~~uncertainty~~financial statements, ~~audit~~and ~~scope~~neither ora ~~accounting~~written ~~principles,~~report ~~except~~nor ~~that~~oral advice provided to the Company ~~audit~~by ~~report~~GGF onthat ~~the~~was ~~financial~~an ~~statements~~important offactor considered by the Company ~~for~~in ~~the~~reaching ~~fiscal~~a ~~year~~decision ~~ended~~as ~~June~~to ~~30,~~any ~~2022~~accounting, ~~contained~~auditing anor ~~uncertainty~~financial ~~about~~reporting issue; or (ii) any matter that was the ~~Company’s ability~~subject toof ~~continue~~a “disagreement” or “reportable event” as those terms are defined in Item 304(a)(1) ~~going~~of ~~concern~~Regulation S-K.

There was no 8-K filed to reflect the resignation of BF Borgers effective as of January 30, 2023, or the appointment of WWC as the Company’s independent auditor effective as of January 30, 2023.

Since BF Borger’s appointment as the Company’s independent auditor until the effective date of its resignation on January 30, 2023, there were: (i) no disagreements between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to make reference to the subject matter of the disagreement in its report on the financial statements for such year; and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided BF Borgers with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that BF Borgers furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of BF Borgers’ letter dated August 8, 2023 is attached as Exhibit 16.1 hereto.

Effective as of January 30, 2023, the Board engaged WWC as the Company’s independent registered public accounting firm. The Board also engaged WWC to act as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2023.

During the fiscal year ended June 30, 2022, and in the subsequent period through June 30, 2023, neither the Company nor anyone acting on its behalf has consulted with WWC regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and neither a written report nor oral advice provided to the Company by WWC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or “reportable event” as those terms are defined in Item 304(a)(1) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

16.1 Letter from BF Borgers CPA PC dated August 8, 2023.

16.1	Letter from WWC CPA dated August 20, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 8, 2023
Date: August 20, 2025	CAMBELL INTERNATIONAL HOLDING CORP.
		/s/ Xiuzhi Sun
	By:	/s/ Xiuzhi Sun
	Name:	Xiuzhi Sun
	Title:	Chief Executive Officer

Filing Compare · CAMBELL INTERNATIONAL HOLDING CORP.