0001021432-18-000030.txt : 20180208
0001021432-18-000030.hdr.sgml : 20180208
20180208145526
ACCESSION NUMBER: 0001021432-18-000030
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180207
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
FILED AS OF DATE: 20180208
DATE AS OF CHANGE: 20180208
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Billion Holding Inc.
CENTRAL INDEX KEY: 0001709774
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 821860132
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55812
FILM NUMBER: 18585246
BUSINESS ADDRESS:
STREET 1: 11 SHANZHUANG RD, XIKENG,HENGGANG
STREET 2: LONGGANG
CITY: SHENZHEN
STATE: F4
ZIP: 518000
BUSINESS PHONE: 86 755 2555 3140
MAIL ADDRESS:
STREET 1: 11 SHANZHUANG RD, XIKENG,HENGGANG
STREET 2: LONGGANG
CITY: SHENZHEN
STATE: F4
ZIP: 518000
FORMER COMPANY:
FORMER CONFORMED NAME: Orchid Grove Acquisition Corp
DATE OF NAME CHANGE: 20170824
FORMER COMPANY:
FORMER CONFORMED NAME: Orchard Grove Acquisition Corp
DATE OF NAME CHANGE: 20170620
8-K
1
form8kchginconorchid.txt
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
February 7, 2018
Date of Report
(Date of Earliest Event Reported)
BILLION HOLDING INC.
(Exact Name of Registrant as Specified in its Charter)
ORCHID GROVE ACQUISITION CORPORATION
(Former Name of Registrant)
Delaware 000-55812 82-1860132
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
11 Shanzhuang Rd., Xikeng, Henggang, Longgang,
Shenzhen, China 518000
(Address of principal executive offices) (zip code)
+86 755 2555 3140
(Registrant's telephone number, including area code
9545 Wilshire Boulevard
Beverly Hills, California 90212
(Former Address of Principal Executive Offices)
ITEM 3.02 Unregistered Sales of Equity Securities
On February 8, 2018, Billion Holding Inc. (formerly Orchid Grove
Acquisition Corporation. (the "Registrant" or the "Company") issued
6,000,000 shares of its common stock pursuant to Section 4(a)(2) of
the Securities Act of 1933 at par representing 100% of the total
outstanding 6,000,000 shares of common stock as follows:
Ming Sang Chan 5,000,000
Zilin Wang 1,000,000
With the issuance of the stock and the redemption of 20,000,000
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 may develop its business plan by future
acquisitions or mergers but no agreements have been reached 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 February 7, 2018, the following events occurred which resulted
in a change of control of the Registrant:
1. The Registrant cancelled an aggregate of 20,000,000 of the
then 20,000,000 shares of outstanding stock valued at par.
2. The then current officers and directors resigned.
3. 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 an e-commerce platform
where manufacturers can test products and sell the products to directly
to clients. Clients will be able to express opinions on the products
and show demand for certain unobtainable products. The Company anticipates
that it will begin its business with the sales of air and water purifiers.
The Company believes it will provide an innovative platform for product
testing and consumption. The Company anticipates it may effect its
business plan through business combinations with operating companies
or through internal development.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On February 7, 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.
Ming Sang Chan was named the sole officer and director of the
Registrant:
Ming Sang Chan serves as President, Secretary, Chief Financial
Officer and the sole director of the Registrant. Since 2004, Mr. Chan
has been the director of Yida Colour Printing Limited serving customers
in China, Hong kong, Asia, Europe and North America. In 2008, Yida
Colour Printing was awarded the "Foxconn Cup", the Shenzhen foreign
investment enterprise sports games contribution award. In 2017, Mr.
Chan founded the Shenzhen social network based Technology Development
Co. Ltd. to create a resource sharing ecological circle, gathering
a group of symbiotic enterprises and high-quality management personnel
and a first-class design team for the formation of design, printing,
postpress, product traceability and a business marketing platform all
in one global service platform.
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.
BILLION HOLDING INC.
Date: February 8, 2018 /s/ Ming Sang Chan
Ming Sang Chan