Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55810
BIOSTAR ANGEL STEM CELL CORPORATION
(Exact name of registrant as specified in its charter)
LILY GROVE ACQUISITION CORPORATION
(Former name of registrant )
Delaware 82-1873024
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
419 Hindry Avenue, Suite E
Inglewood, California 90301
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 424-227-9568
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 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).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of the Company's securities as of the latest practicable date.
Class Outstanding at
March 30, 2018
Common Stock, par value $0.0001 10,680,000
Preferred Stock, par value $0.0001 10,000,000
Documents incorporated by reference: Form 10-12G/A filed
September 1, 2017
PART I
ITEM 1. BUSINESS
Biostar Angel Stem Cell Corporation (formerly Lily Grove Acquisition
Corporation) was incorporated on May 17, 2017 ("Biostar" or the "Company")
under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions.
The Company was formed to provide a method for a foreign or
domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.
The Company registered its common stock on a Form 10 registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and current reports
under Rule 13(a) of the Exchange Act, including quarterly reports
on Form 10-Q and annual reports Form 10-K.
Tiber Creek Corporation assists companies in becoming public
companies and assists companies with introductions to the financial
community. Such services may include, when and if appropriate, the
use of an existing reporting company such as the Company. The
former president and director of the Company is the president and
director of Tiber Creek Corporation.
Pursuant to the contract, the Company, a public reporting
company, effected a change in control subsequent to the date of
this Report and may effect a subsequent business combination with
a private company.
A business combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most
instances the private company will wish to structure the business
combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986,
as amended.
Once a business combination has been effected, if at all, new
management may issue shares of its stock prior to filing a registration
statement for the registration of its shares pursuant to the Securities
Act of 1933 and such shares will be governed by the rules and
regulations of the Securities and Exchange Commission regarding
the sale of unregistered securities.
As of December 31, 2017, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2017, the Company had sustained net loss of $5,312
and an accumulated deficit of $5,312.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the
continuation of the Company as a going concern is dependent upon
financial support from its stockholders, its ability to obtain
necessary equity financing to continue operations and/or to
successfully locate and negotiate with a business entity for the
combination of that target company with the Company.
There is no assurance that the Company will ever be profitable.
Subsequent Event
On January 15, 2018, subsequent to the balance sheet date
covered by this Report, the following events occurred to effect a
change in control of the Company
The Company cancelled an aggregate of 19,500,000 shares of
the then 20,000,000 shares of common stock outstanding .
The then current officers and directors of the Company, James
Cassidy and James McKillop, resigned from the offices
of President and director and Vice President and director,
respectively, held by them.
Keewon Ra was named the sole director of the Company and was
named its Chief Executive Officer, Secretary and Chief
Financial Officer
On January 16, 2018, the Company issued 10,180,000 shares of its
common stock to 16 shareholders at par and issued 10,000,000 shares
of its Series A Preferred stock at par to Jeong Chan Ra, the father
of the sole officer and director of the Company.
Tiber Creek Corporation which assists companies in becoming public
companies and assists companies with introductions to the financial
community. The former president of the Company is the sole officer and
director of Tiber Creek Corporation. The services provided by Tiber Creek
include using a public reporting company, such as the Company, as a
vehicle for becoming public.
There is no agreement nor contractual relationship between the
Company and Tiber Creek to perform or provide services to the other.
However, as a non-operating blank check company, the Company was available
for use by the client of Tiber Creek which wished to use a reporting company
incident to the process of registering securities and becoming a
reporting company.
ITEM 2. PROPERTIES
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of Management at no cost to the Company.
ITEM 3. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the
Company.
Management is aware that certain current and prior blank check
companies of which Messrs. Cassidy and McKillop were the former
officers and directors have received subpoenas for documents in regard
to an inquiry by the Securities and Exchange Commission requesting
documentation regarding the transactions and filings for the past
five years and former share ownership of certain blank check companies.
Former management of the Company received subpoenas from the
Securities and Exchange Commission in regard to certain of the
transactions and filings for the past five years of certain of its
blank check companies. Management has no independent knowledge or
information as to the intent or purpose of such subpoenas but believes
the SEC is investigating whether the change in control transaction is
considered a sale of a security and if so whether a broker needs to be
used to effect the transaction.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply
for quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to
be quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company
not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception and as of the balance sheet date covered by this
Report, the Company sold securities which were not registered as
follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
May 17, 2017 James Cassidy (1) 10,000,000 Services
January 15, 2018 9,750,000 shares
contributed back to the Company
May 17, 2017 James McKillop 10,000,000 Services
January 15, 2018 9,750,000 shares
contributed back to the Company
(1) James M. Cassidy, former president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation.
On January 16, 2018, subsequent to the balance sheet date of this
Report, the Company issued the following shares of common stock at par
of $0.0001 per share, which were not registered as follows:
Ra, Jeong Chan 4,500,000
R-bio Co. Ltd. 2,000,000 (1)
Nature Cell Co. Ltd. 2,500,000 (1)
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
On January 16, 2018, the Company issued the following shares of
Series A Preferred Stock at par of $0.0001 per share:
Jeong Chan Ra 10,000,000 (2)
(1) Jeong Chan Ra 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.
(2) The Company also filed with the State of Delaware a
Certificate of Designation for its Series A Preferred Stock. 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. Jeong Chan Ra, father of
the sole officer and director of the Company, owns greater 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.
ITEM 6. SELECTED FINANCIAL DATA
There is no selected financial data required to be filed for
a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company anticipates
that it will effect a change in control with a private company.
As of December 31, 2017, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2017, the Company had sustained net loss of $5,312.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
the Company.
Tiber Creek Corporation assists companies in becoming public companies
and assists companies with introductions to the financial community. Such
services may include, when and if appropriate, the use of an existing
reporting company such as the Company.
Subsequent to the date of this Report, the Company effected a
change in control in the expectation of effecting a business combination
with a private company. Such business combination has not been finalized
nor effected. If the Company effects a business combination, it will
file a Form 8-K.
A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the
target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended.
2017 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements for the year ended December 31, 2017
are attached hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure as of the balance sheet date
covered by this report.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange
Commission, the Company carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Exchange Act Rules. This evaluation was done as of the
end of the fiscal year under the supervision and with the participation
of the Company's then principal executive officer (who was also the
principal financial officer).
Management is responsible for maintaining a system of internal
control over financial reporting ("ICFR") that provides reasonable
assurance regarding the reliability of such reporting and the
accuracy and reliability of the preparation of financial statements
of such. Management is responsible to maintain records accurately and
fairly to reflect transactions and transactions are recorded as
necessary. The controls should provide reasonable assurance regarding
the prevention of unauthorized acquisition or use of assets.
In the present case of the Company, at the balance sheet date
covered by this Report, management consisted of the president and
vice president and had no employees or other personnel. As such,
management maintained sole control of all financial transactions and
all assets. Since the president of the Company was in sole control
of the financial transactions and assets management believes that its
control reasonably and adequately addresses the risk of a misstatement
in the financial reporting. Based upon that evaluation, the principal
officer believes that the Company's disclosure controls and procedures
were effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely. The principal executive officer is directly involved in the
day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2017. In assessing its control and procedure over financial
reporting, management used the integrated framework created by the
Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). As outlined by COSO, suitable control criteria can be
grouped into a five-component structure consisting of control
environment, risk assessment, control activities, monitoring, and
information and communication. Whether a system of internal control
is effective is a subjective judgment resulting from an assessment
of those five components, that is, such components are present and
functioning effectively. Management consisted solely of the president
and vice president and no employees or other personnel and
management maintained sole control of all financial transactions and
all assets. Using the five-component guidelines in performing its
assessment, management believeed that its ICFR was effective as of
December 31, 2017, based on those criteria. A control system can
provide only reasonably, not absolute, assurance that the objectives
of the control system are met and no evaluation of controls can
provide absolute assurance that all control issues have been detected.
KCCW Accountancy Corp., the independent registered public
accounting firm of the Company, has not issued an attestation report
on the effectiveness of the Company's internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal controls
over financial reporting during its fourth fiscal quarter that
materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
Item 9B. Other information
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The Directors and Officers of the Company on December 31, 2017,
the balance sheet date covered by this Report, were:
Name Age Positions and Offices Held
----------------- ---- -------
James Cassidy 82 President, Secretary, Director
James McKillop 58 Vice President, Director
Messrs Cassidy and McKillop may be considered former promoters
of the Company.
Beginning January 15, 2018, subsequent to the change of control
of the Company, the following are the Directors and Officers of the
Company:
Name Positions and Offices Held
----------------- -------
Keewon Ra (1) Chief Executive Officer, Chief
Financial Officer, Director
(1) Keewon Ra is the daughter of Jeong Chan Ra, the controlling
shareholder and a promoter of the Company.
Management of The Company
There are no agreements or understandings for the officer or
director to resign at the request of another person.
Set forth below is the name of the director and officer of
the Company subsequent to the balance sheet date covered by this
Report, all positions and offices with the Company held, the period
during which they have served as such, and the business experience
during at least the last five years:
Ra, Keewon serves as Chief Executive Officer, Secretary, Chief
Financial Officer and the sole director of the Company. Ms. Ra serves
as compliance officer at R-Bio, a regenerative disease technology
company. She is a member of the Committee on Regenerative Medicine
Assessment of R-Japan Co., Ltd. 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.
Set forth below are the names of the directors and officers of
the Company as of the balance sheet date covered by this Report, all
positions and offices with the Company held, the period during which
they have served as such, and the business experience during at least
the last five years:
James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of the Company. Mr. Cassidy received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic University
School of Law in 1963, and a Master of Laws in Taxation from The
Georgetown University School of Law in 1968. From 1963-1964, Mr.
Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of
Columbia. From 1969-1975, Mr. Cassidy was an associate of the law
firm of Kieffer & Moroney and a principal in the law firm of Kieffer
& Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been a
principal in the law firm of Cassidy & Associates, and its predecessors,
specializing in securities law and related corporate and federal
taxation matters. Mr. Cassidy is a member of the bars of the District
of Columbia and the State of New York, and is admitted to practice
before the United States Tax Court and the United States Supreme Court.
The Company believes Mr. Cassidy to have the business experience
necessary to serve as a director of the Company as it seeks to enter
into a business combination. As a lawyer involved in business
transactions and securities matters, Mr. Cassidy has had ample
experience in evaluating companies and management, understanding
business plans, assisting in capital raising and determining
corporate structure and objectives.
James McKillop serves as a director and vice president of
the Company. Mr. McKillop began his career at Merrill Lynch. Mr.
McKillop has also been involved in financial reporting and did a
daily stock market update for KPCC radio in Pasadena, California.
Mr. McKillop is the founder of MB Americus LLC which specializes
in consulting and public relations. Mr. McKillop has provided
consulting services to Tiber Creek Corporation for more than five
years. Mr. McKillop has written articles for various publications
on financial matters. He has been a past member of the World Affairs
Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles. With his
background in financial and securities matters, the Company believes
Mr. McKillop to have experience and knowledge that will serve
the Company in seeking, evaluating and determining a suitable
target company.
Conflicts of Interest
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K.
As of the balance sheet date covered by this Report, the
Company had two persons who were the only shareholders and who
served as the directors and officers. Subsequently the Company
has effected a change in control and has over 16 shareholders but
has only one officer and director. The Company has no operations
or business and does not receive any revenues or investment
capital. The adoption of an Ethical Code at this time would not
serve the primary purpose of such a code to provide a manner of
conduct as the development, execution and enforcement of such a
code would be by the same person and only person to whom such
code applied.
Furthermore, because the Company does not have any activities,
there are no activities or transactions which would be subject to
this code. At the time the Company enters into a business
combination or other corporate transaction, the current officer
and director will recommend that such a code be adopted.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee
of the board of directors. At this time, the Company consists of
two shareholders who serve as the corporate directors and officers.
The Company has no activities, and receives no revenues. At such
time that the Company enters into a business combination and/or has
additional shareholders and a larger board of directors and commences
activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit
committee.
There is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders
and an expanded board of directors, the management of the Company
may review and implement, as necessary, procedures for shareholder
nomination of members to the Company's board of directors.
Involvement in Certain Legal Proceedings.
In 2015, Dr. Jeong Chan Ra, a control person and promoter of the
Company, was found guilty in the Seoul Southern District Court,
affirmed in 2017 by the Seoul High Court - Court of Appeals, for
mishandling financial transactions and violating economic and
financial regulations (Korean Criminal Code Article 355 and 3560),
of violation of customs regulations (Korean Customs Code Article 270,
269 and 241), of violation of foreign currency exchange regulations
(Korean Foreign Currency Exchange Code Article 28 and 18), of
violation of pharmaceutical regulations (Korean Pharmacist Code
Article 93 and 31), and of violation of stock trading regulations
(Korean Stock Trade Code Article 188). Mr. Ra was sentenced to
three years--suspended for four years-- and fined approximately
USD$460,000. Dr. Ra strongly disagrees with the findings of the
court and has appealed the matter to the Supreme Court of Korea
which has accepted to hear the case, and when the Supreme Court
of Korea renders its judgment, such judgment will then become
the final judgment on this matter.
ITEM 11. EXECUTIVE COMPENSATION
The Company's officers and directors do not receive any
compensation for services rendered to the Company, other than the
shares initially issued to such officers and directors, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIARL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2017, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and/or is an director
or officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial (1) Percent of
of Beneficial Owner Ownership Outstanding Stock
James M. Cassidy 10,000,000 50%
215 Apolena Avenue Redeemed 9,750,000
Newport Beach, CA 92662 January 15, 2018
James K. McKillop 10,000,000 50%
9454 Wilshire Boulevard Redeemed 9,750,000
Beverly Hills, California 90212 January 15, 2018
All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)
(1) Based on 20,000,000 shares outstanding.
The following table sets forth, as of the date hereof and subsequent
to the change in control, each person known by the Company to be the
beneficial owner of five percent or more of of a class of the Company's
stock and/or is an director and officer of the Company.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
Keewon Ra 0 0%
419 Hindry Avenue, Suite E
Inglewood, California 90301
Jeong Chan Ra 9,000,000 (2) 84% (3)
Geum-cheon Gu, Gasan Digital 2 common
ro 98,
Lotte IT Castle #2-305 10,000,000 100% (4)
Seoul, Korea Series A Preferred
(2) Consists of 4,500,000 directly owned, 2,000,000 shares owned by
R-Bio Co. Ltd. and 2,500,000 shares owned by Nature Cell Co. Ltd. Dr.
Ra is the CEO, president and director of R-Bio Co.Ltd. and Nature Cell
Co. Ltd. and may be deemed to be the beneficial owner of the stock
owned by such companies.
(3) Based on 10,680,000 shares of common stock outstanding.
(4) Based on 10,000,000 shares of Series A Preferred Stock outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
As of December 31, 2017, the Company had issued a total of
20,000,000 shares of common stock pursuant to Section 4(2) of the
Securities Act for services performed for the Company with a valuation
of an aggregate of $2,000.
Subsequent to the balance sheet date covered by this report, of
the 20,000,000 shares of common stock outstanding 19,500,000 were
redeemed on January 15, 2018. On January 16, 2018, the Company
issued issued 4,500,000 shares of common stock to Dr. Jeong Chan
Ra, 2,000,000 shares of common stock to R-bio Co. Ltd. and 2,500,000
shares of common stock to Nature Cell Co. Ltd. at a purchase price
of $0.0001 per share. Dr. Jeong Chan Ra is the CEO, president and
director of R-bio Co. Ltd. and Nature Cell Co. Ltd, and may be
deemed the beneficial owner of the stock owned by such companies.
On January 16, 2018, the Company issued 10,000,000 shares of its
Series A Preferred Stock to Dr. Jeong Chan Ra at a purchase price
of $0.0001 per share.
Dr. Jeong Chan Ra is the father of the Company's sole officer
and director, Keewon Ra. Dr. Ra may be deemed a control person
and a promoter of the Company.
As the organizers and developers of the Company, James M. Cassidy
and James McKillop may be considered promoters. Mr. Cassidy has
provided services to the Company without charge consisting of
preparing and filing the charter corporate documents and preparing
this filing.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor
does it anticipate that it will be applying for listing of its
securities on an exchange in which an independent directorship is
required. It is likely that neither Mr. Cassidy nor Mr. McKillop
would be considered independent directors if it were to do so.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees. The Company's
president has donated his time in preparation and filing of all
state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred in 2017 for professional services
rendered by the independent registered public accounting firm for
the audits of the Company's financial statements as of June 12, 2017
included in the Company's Form 10 registration statement, and the
annual financial statements and review of financial statements included
in the Company's Form 10-K and Form 10-Q reports and services normally
provided in connection with statutory and regulatory filings or
engagements were as follows:
December 31, 2017
-----------------
Audit-Related Fees $ 3,000
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
There are no financial statement schedules nor exhibits filed
herewith.
Exhibits:
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
______________________________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements 2-5
Notes to Financial Statements 6-8
______________________________________________________________________
KCCW Accountancy Corp. CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Biostar Angel Stem Cell Corporation
(formerly Lily Grove Acquisition Corporation)
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Biostar Angel Stem
Cell Corporation (formerly Lily Grove Acquisition Corporation) (the
"Company") as of December 31, 2017, and the related statements of
operations, changes in stockholders' deficit and cash flows
for the Period from May 17, 2017 (Inception) to December 31, 2017,
and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as
of December 31, 2017 and the results of its operations and its cash
flows for the period from May 17, 2017 (Inception) to December 31,
2017, in conformity with accounting principales generally accepted
in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans concerning these matters are also described in
Note 2, which includes the raising of additional equity financing or
merger with another entity. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over
financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/ KCCW Accountancy Corp.
We have served as the Company's auditor since 2017.
Los Angeles, California
March 30, 2018
1
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
BALANCE SHEET
ASSETS
December 31, 2017
------------------
Current assets
Cash $ -
---------------
Total assets $ -
===============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 3,000
---------------
Total liabilities 3,000
---------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
outstanding as of December 31, 2017 -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding as of December 31, 2017 2,000
Additional paid-in capital 312
Accumulated deficit (5,312)
---------------
Total stockholders' deficit (3,000)
---------------
Total liabilities and stockholders'
deficit $ -
================
The accompanying notes are an integral part of these financial statements.
2
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
STATEMENT OF OPERATIONS
For the period from
May 17, 2017
(Inception) to
Deember 31, 2017
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
-----------------
Operating expenses 5,312
-----------------
Loss before income taxes (5,312)
Income tax expense -
-----------------
Net loss $ (5,312)
==================
Loss per share - basic and diluted $ (0.00)
==================
Weighted average shares-basic and diluted 20,000,000
------------------
The accompanying notes are an integral part of these financial statements.
3
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
STATEMENT OF STOCKHOLDERS' DEFICIT
Common Stock Additional Accumu- Total
------------------- Paid-in lated Stockholders'
Shares Amount Capital Deficit Deficit
---------- ------- --------- ------- ---------
Balance,
May 17, 2017
(Inception) - $ - $ - $ - $ -
Issuance of
common stock
for service 20,000,000 2,000 - - 2,000
Stockholder con-
tribution for
company expense - - 312 - 312
Net loss - - - (5,312) (5,312)
---------- ------- ------- ------- ---------
Balance,
December 31,
2017 20,000,000 $ 2,000 $ 312 $(5,312) $(3,000)
========== ======== ======= ======== ========
The accompanying notes are an integral part of these financial statements.
4
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
STATEMENT OF CASH FLOWS
For the period from
May 17, 2017
(Inception) to
December 31, 2017
--------------
OPERATING ACTIVITIES
Net loss $ (5,312)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed
as capital 312
Common Stock issued for services 2,000
Changes in Operating Assets and Liabilities:
Accrued liability 3,000
-------------
Net cash (used in) operating activities -
-------------
Net increase in cash -
Cash, beginning of period -
-------------
Cash, end of period $ -
=============
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income Tax $ -
=============
Interest $ -
=============
The accompanying notes are an integral part of these financial statements.
5
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Biostar Angel Stem Cell Corporation (formerly Lily Grove Acquisition
Corporation) ("the Company") was incorporated on May 17, 2017 under the
laws of the state of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and its operations to
date have been limited to issuing shares to its original shareholders. The
Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code
of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target company. The Company
has been formed to provide a method for a foreign or domestic private
company to become a reporting company with a class of securities registered
under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in
the United States of America ("GAAP") in all material respects, and have
been consistently applied in preparing the accompanying financial statements.
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders' equity and cash
flows disclose activity since the date of the Company's inception. The Company
chose December 31 as its fiscal year end.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash equivalents as
of December 31, 2017.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of December 31,
2017.
6
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
Notes to Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized. As of December 31, 2017 there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of December 31, 2017, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy are as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the
measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating losses of $3,812 during the period ended December 31,
2017. The Company had a working capital deficit of $3,000 and an accumulated
deficit of $5,312 as of December 31, 2017. The Company's continuation as a
going concern is dependent on its ability to generate sufficient cash flows
from operations to meet its obligations and/or obtaining additional financing
from its members or other sources, as may be required.
7
______________________________________________________________________
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
Notes to Financial Statements
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern; however, the above condition
raises substantial doubt about the Company's ability to do so. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be unable to
continue as a going concern.
In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity. However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is unable
to acquire additional working capital, it will be required to significantly
reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations
(Topic 805): Clarifying the Definition of a Business". The amendments
in this ASU clarify the definition of a business with the objective of
adding guidance to assist entities with evaluating whether transactions
should be accounted for as acquisitions (or disposals) of assets or
businesses. Basically these amendments provide a screen to determine
when a set is not a business. If the screen is not met, the amendments
in this ASU first, require that to be considered a business, a set
must include, at a minimum, an input and a substantive process that
together significantly contribute to the ability to create output and
second, remove the evaluation of whether a market participant could
replace missing elements. These amendments take effect for public
businesses for fiscal years beginning after December 15, 2017 and
interim periods within those periods, and all other entities should
apply these amendments for fiscal years beginning after December 15,
2018, and interim periods within annual periods beginning after
December 15, 2019. The Company does not expect that the adoption of
this guidance will have a material impact on its consolidated
financial statements.
In May 2017, the FASB issued ASU 2017-09, "Scope of Modification
Accounting", which amends the scope of modification accounting for
share-based payment arrangements, provides guidance on the types of
changes to the terms or conditions of share-based payment awards to
which an entity would be required to apply modification accounting
under ASC 718. For all entities, the ASU is effective for annual
reporting periods, including interim periods within those annual
reporting periods, beginning after December 15, 2017. Early adoption
is permitted, including adoption in any interim period. The Company
does not expect that adoption of this guidance will have a material
impact on its consolidated financial statements and related
disclosures.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18").
The new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. Managementbelieves that this
ASU will only impact the Company if it has restricted cash in the future.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic
230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-
15"). ASU 2016-15 will make eight targeted changes to how cash receipts and
cash payments are presented and classified in the statement of cash flows.
ASU 2016-15 is effective for fiscal years beginning after December 15, 2017.
The new standard will require adoption on a retrospective basis unless it
is impracticable to apply, in which case it would be required to apply the
amendments prospectively as of the earliest date practicable. Management
believes that the impact of this ASU to the Company's financial statements
would be insignificant.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 4 ACCRUED LIABILITIES
As of December 31, 2017, the Company had accrued professional fees
of $3,000.
NOTE 5 STOCKHOLDERS' DEFICIT
On May 17, 2017, the Company issued 20,000,000 founders common
stock to two directors and officers pro rata as founder shares for
services rendered to the Company, valued at $0.0001 par value per share,
for a total of $2,000. The Company is authorized to issue 100,000,000
shares of common stock and 20,000,000 shares of preferred stock.
As of December 31, 2017, 20,000,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 6 SUBSEQUENT EVENT
On January 15, 2018, subsequent to the balance sheet date covered
by this Report, the following events occurred to effect a change in
control of the Company:
The Company cancelled an aggregate of 19,500,000 shares of
the then 20,000,000 shares of common stock outstanding .
The current officers and directors of the Company, James
Cassidy and James McKillop, resigned from the offices
of President and director and Vice President and director,
respectively, held by them.
Keewon Ra was named the sole director of the Company and was
named its Chief Executive Officer, Secretary and Chief
Financial Officer
On January 16, 2018, the Company issued 10,180,000 shares of its
common stock to 16 shareholders and issued 10,000,000 shares of its Series
A Preferred stock to Jeong Chan Ra, the father of the sole officer and
director of the Company.
Management has evaluated subsequent events through March 30, 2018,
the date which the financial statements were available to be issued.
Except for the events disclosed above, all subsequent events requiring
recognition as of December 31 2017 have been incorporated into these
financial statements in accordance with FASB ASC Topic 855, "Subsequent
Events."
8
______________________________________________________________________
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BIOSTAR ANGEL STEM CELL CORPORATION
(FORMERLY LILY GROVE ACQUISITION CORPORATION)
By: /s/ Keewon Ra, President
Principal executive officer
Dated: April 9, 2018
By: /s/ Keewon Ra,
Principal financial officer
Dated: April 9, 2018
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Keewon Ra Director April 9, 2018
