Cambell International Faces Going Concern Doubt Amid China VIE Risks

TL;DR

**Avoid Cambell International; its China VIE structure and 'going concern' doubt make it a speculative gamble with high delisting risk.**

AI Summary

CAMBELL INTERNATIONAL HOLDING CORP., a Nevada holding company, operates solely through its PRC-based Variable Interest Entity (VIE), Liaoning Kangbaier Biotechnology Development Co. Ltd., and its subsidiaries. The company's financial results for the fiscal year ended June 30, 2024, are consolidated from these PRC entities. A significant risk highlighted is the auditor's expression of substantial doubt about the company's ability to continue as a going concern. The aggregate market value of non-affiliate common stock was $2,751,650 as of December 31, 2024, based on a $2.20 per share price on the OTC Market. As of September 1, 2025, there were 7,250,750 shares of common stock outstanding. The company faces considerable regulatory and political risks associated with its VIE structure and operations in China, including potential delisting under the HFCAA if PCAOB inspections are hindered. Dividends from PRC subsidiaries are subject to a 10% withholding tax, potentially reduced to 5% for Hong Kong entities, impacting cash flow to the parent company.

Why It Matters

Cambell International's reliance on a Variable Interest Entity (VIE) in China exposes investors to significant regulatory and political uncertainties, including potential government intervention and delisting risks under the HFCAA. This structure, common for foreign investment in restricted Chinese sectors, means investors do not directly own equity in the operating businesses, creating a fragile investment thesis. The expressed 'going concern' doubt by auditors signals severe financial instability, making it a high-risk proposition for investors. Competitively, companies with direct equity ownership in China or those operating outside the VIE framework may gain an advantage due to lower regulatory scrutiny and greater operational control.

Risk Assessment

Risk Level: high — The risk level is high due to the auditor's explicit statement of 'substantial doubt about our ability to continue as a going concern,' indicating severe financial instability. Furthermore, the company's reliance on a VIE structure in China, coupled with the potential for delisting under the HFCAA if PCAOB inspections are prevented, introduces significant regulatory and political uncertainties that could render shares worthless.

Analyst Insight

Investors should exercise extreme caution and consider divesting from CAMBELL INTERNATIONAL HOLDING CORP. given the 'going concern' warning and the inherent, unmitigated risks of its China VIE structure and potential delisting under the HFCAA. New investors should avoid this stock entirely.

Key Numbers

• $2,751,650 — Aggregate market value of non-affiliate common stock (as of December 31, 2024)
• $2.20 — Last sale price per share (on December 31, 2024)
• 7,250,750 — Shares of common stock outstanding (as of September 1, 2025)
• 10% — Statutory reserve requirement for PRC subsidiaries (of after-tax profits each year)
• 50% — Statutory reserve cap for PRC subsidiaries (of registered capital)
• 10% — Withholding tax rate (on dividends from Chinese companies to non-PRC-resident enterprises)
• 5% — Reduced withholding tax rate (for dividends to Hong Kong enterprises)

Key Players & Entities

• CAMBELL INTERNATIONAL HOLDING CORP. (company) — Nevada holding company
• Liaoning Kangbaier Biotechnology Development Co. Ltd. (company) — Variable Interest Entity (VIE)
• Baijiakang (Liaoning) Health Information Consulting Services Co., Ltd. (company) — Wholly Foreign-Owned Enterprise (WFOE)
• PCAOB (regulator) — Public Company Accounting Oversight Board
• SEC (regulator) — U.S. Securities and Exchange Commission
• PRC government (regulator) — Chinese government
• Holding Foreign Companies Accountable Act (regulator) — U.S. law impacting foreign listings
• OTC Market (company) — exchange where common stock trades

FAQ

Risk Factors

• Going Concern Doubt [high — financial]: The company's independent registered auditors have expressed substantial doubt about its ability to continue as a going concern. This indicates significant financial instability and raises concerns about the company's long-term viability.
• VIE Structure Risks [high — regulatory]: The company operates through a Variable Interest Entity (VIE) structure in the PRC, which is subject to significant regulatory and political risks. Chinese law restricts direct foreign investment in certain businesses, and if the government disallows or limits the use of VIEs, it could materially and adversely affect the business, potentially rendering shares worthless.
• HFCAA Delisting Risk [high — regulatory]: There is a risk of delisting under the Holding Foreign Companies Accountable Act (HFCAA) if the Public Company Accounting Oversight Board (PCAOB) inspections are hindered. This poses a significant threat to the company's listing status and liquidity.
• Future Losses and Profitability [medium — financial]: The company may continue to incur losses in the future and may not be able to return to profitability. This uncertainty could lead to a decline in the market price of its shares.
• Dividend Withholding Tax [medium — financial]: Dividends from PRC subsidiaries are subject to a 10% withholding tax, which can be reduced to 5% for dividends routed through Hong Kong entities. This impacts the cash flow available to the parent company.

Industry Context

Cambell International Holding Corp. operates within sectors that are subject to significant Chinese regulatory oversight, particularly concerning foreign investment and data handling. The biotechnology and health information consulting sectors are increasingly competitive globally, with evolving technological advancements and stringent compliance requirements.

Regulatory Implications

The company's reliance on a VIE structure in China presents substantial regulatory risks, including potential government intervention that could invalidate contractual arrangements. Furthermore, compliance with the Holding Foreign Companies Accountable Act (HFCAA) is critical to maintain its U.S. listing.

What Investors Should Do

1. Closely monitor regulatory developments in China and the U.S. concerning VIE structures and foreign company audits.
2. Evaluate the company's financial stability given the auditor's 'going concern' doubt.
3. Understand the cash flow implications of PRC dividend withholding taxes.

Glossary

Variable Interest Entity (VIE)

A legal structure used by Chinese companies to bypass foreign ownership restrictions in certain industries. It involves contractual arrangements that allow a foreign entity to receive the economic benefits of a Chinese operating company without direct equity ownership. (Cambell International Holding Corp. operates solely through a VIE, exposing it to significant regulatory risks and uncertainties regarding the enforceability of these contractual agreements in the PRC.)

Wholly Foreign-Owned Enterprise (WFOE)

A company in China that is wholly owned and controlled by a foreign entity. In this case, Baijiakang Consulting is the WFOE that has contractual agreements with the VIE. (The WFOE acts as the interface for foreign investment and consolidates the VIE's financial results, but it does not hold equity in the VIE itself.)

Holding Foreign Companies Accountable Act (HFCAA)

A U.S. law that can lead to the delisting of foreign companies from U.S. stock exchanges if their auditors are not subject to inspection by the Public Company Accounting Oversight Board (PCAOB) for three consecutive years. (Cambell International Holding Corp. faces delisting risk if PCAOB inspections of its auditors are hindered, impacting its ability to trade on U.S. markets.)

Going Concern

An accounting term referring to the assumption that a business will continue to operate for the foreseeable future. A 'substantial doubt' about a company's ability to continue as a going concern means its financial health is seriously questionable. (The auditor's expression of substantial doubt about Cambell International Holding Corp. is a critical warning sign for investors about the company's immediate financial stability.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and the emergence of new risks, is not available in the provided text. The current filing highlights significant risks including auditor doubt about going concern and regulatory challenges related to the VIE structure and HFCAA.

Key Financial Figures

• $2.20 — 's common stock on December 31, 2024 of $2.20 per share on the OTC Market. Shares of
• $0.001 — ,750 shares of common stock, par value $0.001 per share, issued and outstanding. TAB

Filing Documents

• ea0254317-10k_cambell.htm (10-K) — 1578KB
• ea025431701ex31-1_cambell.htm (EX-31.1) — 7KB
• ea025431701ex31-2_cambell.htm (EX-31.2) — 7KB
• ea025431701ex32-1_cambell.htm (EX-32.1) — 3KB
• ea025431701ex32-2_cambell.htm (EX-32.2) — 3KB
• image_001.jpg (GRAPHIC) — 20KB
• image_002.jpg (GRAPHIC) — 21KB
• image_003.jpg (GRAPHIC) — 13KB
• image_004.jpg (GRAPHIC) — 13KB
• image_005.jpg (GRAPHIC) — 9KB
• image_006.jpg (GRAPHIC) — 2KB
• image_007.jpg (GRAPHIC) — 1KB
• image_008.jpg (GRAPHIC) — 155KB
• 0001213900-25-086261.txt ( ) — 7181KB
• bimt-20240630.xsd (EX-101.SCH) — 55KB
• bimt-20240630_cal.xml (EX-101.CAL) — 67KB
• bimt-20240630_def.xml (EX-101.DEF) — 251KB
• bimt-20240630_lab.xml (EX-101.LAB) — 424KB
• bimt-20240630_pre.xml (EX-101.PRE) — 279KB
• ea0254317-10k_cambell_htm.xml (XML) — 744KB

RISK FACTORS

ITEM 1A. RISK FACTORS 45

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 83

CYBERSECURITY

ITEM 1C. CYBERSECURITY 83

PROPERTIES

ITEM 2. PROPERTIES 84

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 84

MINE SAFETY AND DISCLOSURES

ITEM 4. MINE SAFETY AND DISCLOSURES 84 Part II 85

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES 85

RESERVED

ITEM 6. RESERVED 87

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 87

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 98

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 98

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 99

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 100

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 100

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 100 Part III 101

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 101

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 105

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 107

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 107

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 109

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 110 i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report, including, without limitation, statements under the sections entitled "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from any historical results and future results, performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the following factors: Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern; We may continue to incur losses in the future, and may not be able to return to profitability, which may cause the market price of our shares to decline; and

Forward-looking statements

Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. ii USE OF CERTAIN DEFINED TERMS Unless the context otherwise requires and, for the purposes of this Annual Report only, references to: "Baijiakang Consulting" or our "WFOE" are to Baijiakang (Liaoning) Health Information Consulting Services Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly-owned by BJK Holding; "BJK Holding" are to BJK Holding Group Limited, a Hong Kong company and wholly-owned subsidiary of Win&win; "Cambell International Holding Corp.," "KAFC," "our Company," "we," "us," or "our" are to the combined business of Cambell International Holding Corp., formerly known as Bitmis Corp., a Nevada corporation, and its subsidiaries and other consolidated entities; "Cambell International" are to Cambell International Holding Limited, a British Virgin Islands company and wholly-owned subsidiary of Cambell International Holding Corp.; "China" and "the PRC" are to the People's Republic of China, excluding, for the purposes of this report only, Hong Kong, Macau, and Taiwan; "Exchange Act" are to the Securities Exchange Act of 1934, as amended; "Liaoning Kangbaie

BUSINESS

ITEM 1. BUSINESS Regulatory Overview - Summary Legal and Operational Risks Cambell International Holding Corp., formerly known as Bitmis Corp., (the "Company") is not a Chinese operating company but rather a Nevada holding company with no operations of its own. We conduct our operations through Baijiakang (Liaoning) Health Information Consulting Service Corp. Ltd. ("Baijiakang Consulting"), our wholly foreign-owned enterprise ("WFOE"), which conducts its operations through contractual agreements with a variable interest entity ("VIE"), Liaoning Kangbaier Biotechnology Development Co. Ltd. ("Liaoning Kangbaier"), and its wholly-owned subsidiaries, Doron Kangbaier Biotechnology Co. Ltd. ("Doron") and Liaoning Baijiakang Health Technology Co. Ltd. ("Liaoning"), as discussed in greater detail below. See "-Corporate History and Structure - Contractual Arrangements," below. The VIE structure involves unique risks to shareholders and investors. It is used to provide investors with contractual exposure to foreign investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in the operating companies. Due to PRC legal restrictions on foreign ownership in certain businesses, we do not have any equity ownership of the VIE or its subsidiaries; instead, we receive the economic benefits of the VIE's business operations through certain contractual arrangements. As a result of such series of contractual arrangements, Baijiakang Consulting is the primary beneficiary of the VIE for accounting purposes and the VIE is a PRC consolidated entity under U.S. GAAP. The Company consolidates the financial results of the VIE and its subsidiaries in its consolidated financial statements in accordance with U.S. GAAP. Neither the Company nor its investors own any equity interest in, have direct foreign investment in, or control the VIE through any such ownership or investment. As a result, investors in the Company's common stock are not purchasing a

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