UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 0R 15 (D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
July 11, 2018
Date
of Report (Date of earliest event reported)
Billion Holding, Inc.
(Exact Name of Registrant as Specified
in its Charter)
| Delaware |
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000-55812 |
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82-1860132 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
11
Shanzhuang Rd., Xikeng, Henggang, Longgang,
Shenzhen,
China 518000
(Address
of principal executive offices)
+86
755 2555 3140
Registrant’s
telephone number, including area code
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 4.01 Changes in Registrant's Certifying Accountant
On July 5, 2017, the Board of Directors
of Billion Holding, Inc. (the “Registrant”) determined not to continue with the Registrant's then accountants and to
engage a different accounting firm with whom they were familiar. On July 6, 2018, KCCW Accountancy Corp. (“KCCW”),
located in Alhambra, California, the former accountants, were dismissed.
The prior accountant's audit report on
the financial statements as of and for the year ended December 31, 2016 contain a note as to the Company's ability to continue
as a going concern. The note indicated that the Company's continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it had not been able to accomplish to the date of the report,
and /or obtain additional financing from its stockholders and/or other third parties.
In connection with the Company's financial
statements for the period from June 12, 2017 (date of engagement) through the date of dismissal, there were no disagreements with
the former accountants, KCCW Accountancy Corp., on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which disagreement(s), if not resolved to the satisfaction of the former accountant, would have
caused it to make reference to the subject matter of the disagreement(s) in connection with its report, if any.
The Registrant has provided KCCW Accountancy
Corp. with a copy of this disclosure and has requested that they furnish a letter addressed to the U.S. Securities and Exchange
Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A
copy of the letter from KCCW Accountancy addressed to the U.S. Securities and Exchange Commission is filed as an Exhibit to this
Current Report on Form 8-K.
On July 9, 2018, (the "Engagement
Date"), the Company engaged TAAD LLP, Certified Public Accountants, as its independent registered public accounting firm.
The decision to engage TAAD LLP as the Company's independent registered public accounting firm was approved by the Company's Board
of Directors.
The address of TAAD LLP is:
20955 Pathfinder Road, Suite
100, Diamond Bar, CA 91765
The Company, nor any one on its behalf,
did not consult with TAAD LLP in regard to the application of accounting principles to any specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company's Financial Statements, or any other matters or
reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 9.01 EXHIBITS
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 thereunto duly authorized.
Date: July 11, 2018
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BILLION HOLDING, INC. |
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|
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By: |
/s/ Ming Sang Chan |
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|
Ming Sang Chan |
| |
|
Chief Executive Officer |
