Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

FORM 10-Q

 

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:

 

For the Quarterly Period ended September 30, 2017

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

 

For the transition period from __________________ to __________________

 

Commission File No.  000-50306

 

GOLD BILLION GROUP HOLDINGS LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		13-4167393
(State or Other Jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

 

E-702, Block E, Pusat Dagangan Phileo Damansara 1

No. 9, Jalan 16/11, Off Jalan Damansara

Petaling Jaya, Selangor, Malaysia

(Address of Principal Executive Offices)

 

 +60 03-7772 6616 

(Issuer’s Telephone Number)

 

____________________________________________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No x

 

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. (Check one) 

 

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes x No o

 

State the number of shares outstanding of each of the Registrant's classes of common equity, as of the latest applicable date: 20,143,130 as of November 10, 2017.

 

 

Forward Looking Statements

 

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof. 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

			Page
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)			4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION			11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			13
ITEM 4. CONTROLS AND PROCEDURES			13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			14
ITEM 1A. RISK FACTORS			14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			14
ITEM 4. MINE SAFETY DISCLOSURES			14
ITEM 5. OTHER INFORMATION			14
ITEM 6. EXHIBITS			14
SIGNATURE			15
INDEX TO EXHIBITS			16

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED) 

 

 

GOLD BILLION GROUP HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

		As at
		September 30,				December 31,
		2017				2016
		(Unaudited)				(Audited)
ASSETS
Current Assets
Cash and cash equivalents		$	–			$	–
Prepayments			2,200				–
Total Current Assets			2,200				–
TOTAL ASSETS		$	2,200			$	–
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Due to related party		$	148,813			$	99,087
Accrued expenses and other payables			46,969				3,752
Total Current Liabilities			195,782				102,839
Total Liabilities			195,782				102,839
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $ 0.001 par value; authorized 5,000,000 shares; no shares issued and outstanding as of September 30, 2017 and December 31, 2016			–				–
Common stock, $ 0.001 par value, 200,000,000 shares authorized; Issued and outstanding: 20,143,130 shares as of September 30, 2017 (December 31, 2016: 20,143,130 shares)			20,143				20,143
Additional paid-in capital			15,045,323				15,045,323
Stock subscription receivable			(38,782	)			(38,782	)
Accumulated deficit			(15,220,266	)			(15,129,523	)
Total Stockholders' Deficit			(193,582	)			(102,839	)
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT		$	2,200			$	–

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

GOLD BILLION GROUP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION

(UNAUDITED)

 

  

		For the Three								For the Nine
		Months Ended September 30,								Months Ended September 30,
		2017				2016				2017				2016
Revenues		$	–			$	–			$	–			$	–
Operating expenses:
General and administrative			–				16,230				13				54,526
Professional fees			44,942				–				90,730				–
Total operating expenses			44,942				16,230				90,743				54,526
Loss from operations			(44,942	)			(16,230	)			(90,743	)			(54,526	)
Other expenses
Loss on settlement of debt to a related party			–				–				–				–
Loss before tax			(44,942	)			(16,230	)			(90,743	)			(54,526	)
Income taxes			–				–				–				–
Net Loss		$	(44,942	)		$	(16,230	)		$	(90,743	)		$	(54,526	)
Basic and diluted net loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares used in computing basic and diluted loss per share			20,143,130				19,699,484				20,143,130				13,890,177

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

GOLD BILLION GROUP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

		For the Nine Months Periods Ended September 30,
		2017				2016
Cash Flows From Operating Activities:
Net loss		$	(90,743	)		$	(54,526	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by a related party			49,726				–
Loss on settlement of due to a related party			–				–
Changes in assets and liabilities:
Increase in prepayments			(2,200	)			–
Settlement of other receivables of the subsidiary acquired			–				750
Increase in accrued expenses and other payables			43,217				53,776
Net cash used in operating activities			–				–
Increase in cash and cash equivalents			–				–
Cash and cash equivalents at the beginning of the period			–				–
Cash and cash equivalents at the end of the period		$	–			$	–
Supplemental Cash Flow Disclosures
Cash paid for interest		$	–			$	–
Cash paid for income taxes		$	–			$	–
Non-Cash Investing and Financing Activity:
Acquisition of subsidiary through issuance of common stock		$	–			$	64,150

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

GOLD BILLION GROUP HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2017

(Unaudited)

 

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

 

Gold Billion Group Holdings Limited (“the Company”) was incorporated in Delaware on November 9, 2000 under the name of Hotel Outsource Management International, Inc.

 

On July 29, 2015, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company merged with its wholly owned subsidiary, Gold Billion Group Holdings Limited, a Delaware corporation with no material operations ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Gold Billion Group Holdings Limited.

 

As permitted by the Delaware General Corporation Law, the sole purpose of the Merger was to effect a change of the Company's name from Hotel Outsource Management International, Inc. to Gold Billion Group Holdings Limited. Upon the filing of the Certificate of Merger (the "Certificate of Merger") with the Secretary of State of Delaware on July 30, 2015 to effect the Merger, the Company's Articles of Incorporation were deemed amended to reflect the change in the Company's corporate name.

 

On January 11, 2016, the Company acquired all of the issued and outstanding stock of GBGH Hong Kong Limited, a Hong Kong Corporation, and as a result of the transaction, GBGH Hong Kong Limited (“GBGH HK”) became a wholly-owned subsidiary of the Company. On April 6, 2016, the Company issued 16,000,000 shares of its authorized but previously unissued shares of common stock as the consideration for acquisition of the shares of GBGH HK. Prior to their acquisition by the Company, all of the issued and outstanding shares of GBGH HK were owned by Richcorp Holdings, Ltd. (“Richcorp”), a Samoa corporation, which was also the principal shareholder of the Company prior to the transaction. Accordingly, following completion of this transaction, Richcorp, is the owner of 18,308,345 shares, or approximately 96.6%, of the Company’s issued and outstanding common stock.

 

The above companies were controlled by the same individual, their sole director and officer (more than 80%) immediately prior to the above exchanges. As a result of those share exchanges, the above companies became 100% owned subsidiaries of the Company. As these transactions are between entities under common control, the Company has reported the results of operations for the period in a manner similar to a pooling of interests and has consolidated financial results since the initial date in which the above companies were under common control. Assets and liabilities were combined on their carrying values and no recognition of goodwill was made. The Company has presented earnings per share based on the new parent company shares issued to the former shareholders of the Company.

 

Going Concern Uncertainties

 

As of September 30, 2017, and December 31, 2016, the Company had no cash.

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since inception, resulting in an accumulated deficit of $15,220,266 and $15,129,523 as of September 30, 2017 and December 31, 2016 respectively, and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months and loans from directors and/or private placement of common stock. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

 

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principle of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles and the instructions of the Form 10-Q and Rule 10-01 of Regulations S-X . Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. The accompanying condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2016 included in the Company's Form 10-K filed.

 

For the quarter ended and as of September 30, 2017, the consolidated financial statements include the accounts of GBGH HK, a wholly-owned subsidiary incorporated in Hong Kong on June 29, 2015.

 

The acquisition of all of the issued and outstanding stock of GBGH HK on January 11, 2016 was accounted for as a common control business combination under ASC 805. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Foreign Currency

 

The accompanying condensed consolidated financial statements are presented in U.S. dollars ("USD"). The Company's wholly owned subsidiary (GBGH HK’s) functional currency is the Hong Kong Dollar (“HKD”). The financial statements are translated into USD in accordance with Codification ASC 830, “Foreign Currency Matters”. All assets and liabilities were translated at the current exchange rate, at respective balance sheet dates, shareholders' equity is translated at the historical rates and income statement items are translated at the average exchange rate for the reporting periods. The resulting translation adjustments are reported as other comprehensive income and accumulated other comprehensive income in the shareholders' equity in accordance with Codification ASC 220, “Comprehensive Income”.

 

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into USD at the rate on the date of the transaction and included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

Income taxes

 

The Company accounts for income taxes in accordance with ASC 740 "Income Taxes". Under ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

 

Net Loss Per Share of Common Stock

 

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

 

 

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Recent pronouncements

 

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis.

 

In December 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein.

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

NOTE 3:- ACCRUED EXPENSES AND OTHER PAYABLES

 

The Company has accrued expenses and other payables of $46,969 and $3,752 as of September 30, 2017 and December 31, 2016 respectively, which are accrued to third-party service providers.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

During the period ended September 30, 2017, an officer and director of the Company, Mr. Kok Seng Yeap, has advanced $49,726 to pay operating expenses on behalf of the Company.

 

As of September 30, 2017 and December 31, 2016, the Company owed to Mr. Kok Seng Yeap $148,813 and $99,087, respectively.

 

NOTE 5:- STOCKHOLDERS’ EQUITY

 

The capitalization of the Company consists of the following classes of capital stock as of September 30, 2017:

 

Preferred Stock

 

The Company has authorized 5,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of preferred stock have been issued.

 

Common Stock

 

Authorized Shares of Common Stock

 

The Company now has authorized 200,000,000 shares of common stock with a par value of $0.001 per shares. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

 

 

During the quarter ended September 30, 2017, there were no share issuances.

 

As at September 30, 2017 and December 31, 2016, the Company had 20,143,130 and 20,143,130 shares of common stock issued and outstanding, respectively.

 

The Company has no stock option plan, warrants or other dilutive securities.

 

NOTE 6 - COMMITMENTS AND CONTINGENCIES

 

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

 

NOTE 7 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on our evaluation no material events have occurred that require disclosure.

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition as of September 30, 2017 and our results of operations for the three months ended September 30, 2017. The following discussion should be read in conjunction with the financial statements for such periods as well as our financial statements included in our 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or out industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated and prepared in US Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.

 

Critical Accounting Policies and Estimates

 

In connection with the issuance of Securities and Exchange Commission FR-60, the following disclosure is provided to supplement the Company’s accounting policies in regard to significant areas of judgment. Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. These estimates also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others.

  

Limited Market Due To Penny Stock

 

The Company's stock differs from many stocks, in that it is a "penny stock". The Securities and Exchange Commission has adopted a number of rules to regulate "penny stock". These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended. Because our securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities. The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include: - Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; - Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; - "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; - Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker- dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers. Penny stocks are securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor‘s account. Potential investors in the Company‘s common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock". Rule 15g-9 of the Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.

 

OVERVIEW

 

The Company does not currently have any active business operations.

 

Our common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 to August 2015 under the symbol "HOUM". Effective as of July 30, 2015, the Company changed its name from Hotel Outsource Management International, Inc., to Gold Billion Group Holdings Limited. In conjunction with its name change, effective in the marketplace at the open of business on August 28, 2015, the Company’s trading symbol changed to “GBGH.”

 

On January 11, 2016, subsequent to the end of the fiscal year, the Company acquired all of the issued and outstanding stock of GBGH Hong Kong Limited (“GBGH HK”), a Hong Kong Corporation, at a consideration of HK$500,000 (approximately US$64,000), and as a result of the transaction, GBGH HK became a wholly-owned subsidiary of the Company. On April 6, 2016, the Company issued 16,000,000 shares of its authorized but previously unissued shares of common stock as the consideration for acquisition of the shares of GBGH HK. The shares issued by the Company were valued for purposes of the acquisition at HK$0.03125 per share (approximately US$0.004 per share), or an aggregate of HK$500,000 (approximately US$64,000). As a result of this transaction, the Company’s issued and outstanding common stock increased from 2,949,484 shares to 18,949,484 shares. Prior to their acquisition by the Company, all of the issued and outstanding shares of GBGH HK were owned by Richcorp Holdings, Ltd. (“Richcorp”), a Samoa corporation, which was also the principal shareholder of the Company prior to the transaction. Accordingly, following completion of this transaction, Richcorp is the owner of 18,308,345 shares, or approximately 96.6%, of the Company’s issued and outstanding common stock.

 

The above acquisition of all of the issued and outstanding stock of GBGH HK on January 11, 2016 was accounted for as a common control business combination.

 

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO SEPTEMBER 30, 2016

 

REVENUE

 

For the three months ended September 30, 2017 and 2016, the Company had no revenues.

 

OPERATING EXPENSES

 

Operating expenses increased to $44,942 for the three months ended September 30, 2017, which were mainly professional fees incurred at the parent company, from $16,230 for the three months ended September 30, 2016, where general and administrative expenses of $16,230 was incurred, an increase of $28,712. The increase was mainly due to increased SEC reporting cost.

 

NET LOSS

 

As a result of the above common control business combination with GBGH HK, we had a net consolidated loss of $44,942 for the three months ended September 30, 2017, compared to the net loss of $16,230 for the three months ended September 30, 2016, an increase of $28,712. The increase was mainly due to increase in SEC reporting cost.

 

RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO SEPTEMBER 30, 2016

 

REVENUE

 

For the nine months ended September 30, 2017 and 2016, the Company had no revenues.

 

OPERATING EXPENSES

 

Operating expenses increased to $90,743 for the nine months ended September 30, 2017, which were mainly professional fees incurred at the parent company, from $54,526 for the nine months ended September 30, 2016, where general and administrative expenses of $54,526 was incurred, an increase of $36,217. The increase was mainly due to increased SEC reporting cost.

 

NET LOSS

 

As a result of the above common control business combination with GBGH HK, we had a net consolidated loss of $90,743 for the nine months ended September 30, 2017, compared to the net loss of $54,526 for the nine months ended September 30, 2016, an increase of $36,217. The increase was mainly due to increase in SEC reporting cost.

 

 

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As shown in the accompanying financial statements, the Company had an accumulated loss of $15,220,266 as of September 30, 2017 compared to the accumulated loss of $15,129,523 as of December 31, 2016. There was a working capital deficit of $193,582 on September 30, 2017 and it was $102,839 as of December 31, 2016. It increased $90,743. The increase was mainly due to increase in amount due to related party.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Company has no off balance sheet arrangements.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

The information is not required for smaller reporting companies.

  

Item 4.  CONTROLS AND PROCEDURES

 

Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

 

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

PART II.  OTHER INFORMATION

 

Item 1.  LEGAL PROCEEDINGS

 

To the best of our knowledge, as of the date hereof, there are no material pending or threatened legal proceedings to which the Company is a party, or of which any of our property is subject.

 

As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.

 

Item 1A. RISK FACTORS

 

There have been no material changes in the risk factors described in “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2016.

 

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

Item 3.  DEFAULTS UPON SENIOR SECURITIES

 

None.

 

Item 4.  MINE SAFETY DISCLOSURES

 

None.

 

Item 5.  OTHER INFORMATION

 

On September 20, 2017, the Company engaged HKCMCPA Company Limited, as its new independent registered public accountant.

  

Item 6. EXHIBITS

(1)	Exhibits: Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits following the signature page of this Form 10-Q, which is incorporated herein by reference.

 

 

 

 

SIGNATURE

 

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.

 

	GOLD BILLION GROUP HOLDINGS LIMITED
Dated: November 20, 2017	By:	/s/ Kok Seng Yeap Eddy
		Kok Seng Yeap Eddy
		Director
		(President, Chief Executive Officer and Chief Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEX TO EXHIBITS

 

 

Exhibit Number		Description of Document
31.1			Certification of Director, President and Chief Executive Officer
31.2			Certification of Chief Financial Officer
32.1			Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2			Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at September 30, 2017 and December 31, 2016, (ii) Statement of Operations for the nine months period ended September 30, 2017 and 2016, (iii) Statement of Cash Flows for the nine months period ended September 30, 2017 and 2016, and (iv) Notes to Financial Statements.