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
January 15, 2018
Date of Report
(Date of Earliest Event Reported)
BIOSTAR ANGEL STEM CELL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
LILY GROVE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55810 82-1873024
(State or other (Commission File Number) (IRS Employer
jurisdiction Number)
of incorporation)
419 Hindry Avenue, Suite E
Inglewood, California 90301
(Address of principal executive offices) (zip code)
424-227-9568
(Registrant's telephone number, including area code
ITEM 3.02 Unregistered Sales of Equity Securities
On January 16, 2018, Biostar Angel Stem Cell Corporation
(formerly Lily Grove Acquisition Corporation). (the "Registrant"
or the "Company") issued 10,180,000 shares of its common stock
pursuant to Section 4(a)(2) of the Securities Act of 1933 at par
representing 95.3% of the total outstanding10,680,000 shares of
common stock as follows:
Ra, Jeong Chan 4,500,000
R-bio Co. Ltd. 2,000,000
Nature Cell Co. Ltd. 2,500,000
Kim, Ju Sun 100,000
Ban, Eun Chong 100,000
Byun, Dae Jung 100,000
Shin, Dong Ek 200,000
Shin, Yoon Shik 100,000
Yonemitsu Yoshikazu 200,000
Itoh Naoko 200,000
Kim, Hyun Ttai 30,000
Woo, Sang Kyu 30,000
Choi, In Su 30,000
Choi, Kyung Ho 30,000
Lee, Hang Young 30,000
Kim, Ju Hyung 30,000
Ra, Jeong Chan is the CEO, president and director of R-bio Co.
Ltd. and Nature Cell Co. Ltd, which own 2,000,000 and 2,500,000 shares
of common stock, respectively.
The Company also filed with the State of Delaware a Certificate
of Designation for its Series A Preferred Stock and issued 10,000,000
shares of its Preferred stock to Ra,Jeong Chan.
Each share of Series A Preferred Stock is entitled to 10 votes on
all matters entitled to vote thereon. With the issuance of 10,000,000
shares of Series A Preferred Stock, Mr. Ra, Jeong Chan has more than
98% of the total current outstanding voting power of the Company which
total current outstanding shares include 10,680,000 shares of common
stock and 10,000,000 shares of Series A Preferred Stock (with each share
of Series A Preferred Stock entitled to 10 votes) for an aggregate of
110,680,000 outstanding votes on all matters allowed thereon .
With the issuance of the stock and the redemption of 19,500,000
shares of stock (discussed below), the Company effected a change in
its control and the new majority shareholder(s) elected new management
of the Company.
The Company intends to acquire R-Japan Co. Ltd. a private overseas
company engaged in the stem cell treatment industry. No agreements
have been finalized or executed regarding any acquisition or other
business combination. The Company changed its name as part of the
change in control. If the Company makes any acquisitions, mergers
or other business combination, the Company will file a Form 8-K but
until such time the Company remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On January 15, 2018, the following events occurred which resulted
in a change of control of the Registrant:
The Registrant cancelled an aggregate of 19,500,000 of
the then 20,000,000 shares of outstanding stock valued
at par.
The then current officers and directors resigned.
New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed
on July 7, 2017as amended and supplemented by the information contained
in this report.
The Registrant has been formed to develop the use of stem cells,
specifically the use of human adipose-derived multipotent stem cell
technology. This technology is designed particularly to treat incurable
diseases using cells with self-renewing ability and the most advanced bio
engineering technologies. The Registrant anticipates using stem cells
with self-renewing ability and the most advanced bio engineering
technologies to treat or combat incurable diseases. The Registrant
anticipates developing its technology and treatments and establishing
a stem cell bank in the United States.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On January 15, 2018, the following events occurred:
James M. Cassidy resigned as the Registrant's president,
secretary and director.
James McKillop resigned as the Registrant's vice president
and director.
Ms. Ra, Keewon was named the sole director of the Registrant:
The following persons were named to the offices of the Registrant
appearing next to their names:
Ms. Ra, Keewon Chief Executive Officer, Secretary
and Chief Financial Officer
Ra, Keewon serves as Chief Executive Officer, Secretary, Chief
Financial Officer and the sole director of the Registrant. The
Registrant anticipates that it will effect a business combination
with a stem cell technology company but no agreements or contracts
have been executed. Ms. Ra serves as compliance officer at R-Bio,
a regenerative disease technology company. She is a member of the
R-Japan's Committee on Regenerative Medicine Assessment and drafted
the safety plan for treatment. She is an expert in the medical
malpractice and medical law areas and is quite familiar in Japanese
Regenerative Medicine technology, law and application.
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 hereunder duly authorized.
BIOSTAR ANGEL STEM CELL CORPORATION
Date: January 16, 2018 /s/ Ra, Keewon
