Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Billion Holding Inc. | |
Entity Central Index Key | 1,709,774 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,000,000 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 3,678 | |
Prepaid expense | 1,500 | |
Total Assets | 5,178 | |
Current Liabilities | ||
Accrued liabilities | 6,095 | 7,000 |
Due to related parties | 19,346 | |
Total Liabilities | 25,441 | 7,000 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding at June 30, 2018 and December 31, 2017, respectively | ||
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 6,000,000 and 20,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 600 | 2,000 |
Discount on common stock | ||
Additional paid-in capital | 3,312 | 312 |
Accumulated deficit | (24,175) | (9,312) |
Total stockholders' deficit | (20,263) | (7,000) |
Total Liabilities and Stockholders' Deficit | $ 5,178 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 6,000,000 | 20,000,000 |
Common Stock, shares outstanding | 6,000,000 | 20,000,000 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | |
Income Statement [Abstract] | |||
Revenue | |||
Cost of Revenues | |||
Gross Profit | |||
Operating expenses | 3,312 | 7,004 | 14,863 |
Loss before income taxes | (3,312) | (7,004) | (14,863) |
Income Tax Expense | |||
Net loss | $ (3,312) | $ (7,004) | $ (14,863) |
Loss per share - basic and diluted | $ 0 | $ 0 | $ 0 |
Weighted average shares- basic and diluted | 20,000,000 | 6,000,000 | 8,906,077 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (3,312) | $ (14,863) |
Non-cash adjustments to reconcile net loss to net cash: | ||
Expenses paid as contributed capital | 312 | 1,000 |
Common Stock issued for services | 2,000 | |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense | (1,500) | |
Accrued liability | 1,000 | (905) |
Net cash used in operating activities | (16,268) | |
FINANCING ACTIVITIES | ||
Net proceeds from due to related parties | 19,346 | |
Proceeds from issuance of common stock | 600 | |
Net cash provided by financing activities | 19,946 | |
Net increase in cash | 3,678 | |
Cash, beginning of period | ||
Cash, end of period | 3,678 | |
Cash paid during the period for: | ||
Income tax | ||
Interest | ||
NON-CASH TRANSACTION: | ||
Common stock issued to officer for no consideration | 2,000 | 600 |
Redemption of common shares in connection with change of control | $ 2,000 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Billion Holding Inc. (formerly Orchid Grove Acquisition Corporation) (“the Company”, “Billion”) 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. On January 8, 2018, the Company changed of the Company’s name to Billion Holding Inc. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited financial statements. Such unaudited 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 unaudited financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018. USE OF ESTIMATES The preparation of unaudited 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 condensed 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. Cash and cash equivalents amounted to $3,678and $0 as of June 30, 2018 and December 31, 2017, respectively. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash in bank in Hongkong where the standard deposit insurance coverage limit is approximately $63,000 (500,000 HKD) per bank account. The Company’s bank balance did not exceed the insured amounts as of June 30, 2018 and December 31, 2017, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company has bank account as of June 30, 2018 and has no December 31, 2017. Cash on hand amounted to $3,678 and $0 as of June 30, 2018 and December 31, 2017. 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 June 30, 2018 and 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 June 30, 2018 and 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 unaudited 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 unaudited 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. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained operating loss of $14,863 during the six months ended June 30, 2018. The Company had a working capital deficit of $20,263 and $7,000 as of June 30, 2018 and December 31, 2017, respectively and an accumulated deficit of $24,175 and $9,312 as of June 30, 2018 and December 31, 2017, respectively. 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. The accompanying unaudited 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 unaudited 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. |
Prepaid Expense
Prepaid Expense | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE | NOTE 3 - PREPAID EXPENSE As of June 30, 2018 and December 31, 2017, the Company had prepaid expenses of $1,500 and $0, respectively. Prepaid expenses are prepaid professional fees. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 4 - ACCRUED LIABILITIES As of June 30, 2018 and December 31, 2017, the Company had accrued professional fees of $6,095 and $7,000, respectively. |
Due to Related Parties
Due to Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
DUE TO RELATED PARTIES | NOTE 5 - DUE TO RELATED PARTIES Due to related parties amounted to $19,346 and $0 as of June 30, 2018 and December 31, 2017 are operating expenses paid on behalf of the Company by a shareholder who is an officer of the Company. The amount due to a related party is unsecured, non-interest bearing, and due on demand. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 6 - STOCKHOLDERS’ DEFICIT The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. There is no preferred stock issued and outstanding as of June 30, 2018 and December 31, 2017. There were 6,000,000 and 20,000,000 shares of common stock outstanding as of June 30, 2018 and December 31, 2017, respectively. On May 17, 2017, the Company issued 20,000,000 founders common stock to two then directors and officers at par value per share for services provided to the Company. In February 2018, the Company implemented a change of control by redeeming 20,000,000 shares of total then 20,000,000 outstanding shares of existing shareholders, issuing 6,000,000 shares to two new shareholders, Mr. Ziling Wang and Mr. Ming Sang Chan, pursuant to Section 4(a)(2) of the Securities Act of 1933 at par value per share and at a discount at $600 representing 100% of the total outstanding 6,000,000 shares of common stock. During the quarter ended March 31, 2018, $1,000 professional fee was paid by a prior shareholder as contribution of capital. In June 2018, the Company and Mr. Zilin Wang signed an amendment to their original share purchase agreement. The amended agreement revised the purchase price of Mr. Wang’s shares from $0 to $100. The $100 was received in June 2018. In June 2018, the Company and Mr. Ming Sang Chan signed an amendment to their original share purchase agreement. The amended agreement revised the purchase price of Mr. Wang’s shares from $0 to $500. The $500 was received in June 2018. Total $600 was booked as share issuance for cash. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 7 - SUBSEQUENT EVENT Management has evaluated subsequent events through August 14, 2018, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of June 30, 2018 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” |
Nature of Operations and Summ13
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited financial statements. Such unaudited 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 unaudited financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of unaudited 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 condensed 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 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. Cash and cash equivalents amounted to $3,678and $0 as of June 30, 2018 and December 31, 2017, respectively. |
CONCENTRATION OF RISK | CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash in bank in Hongkong where the standard deposit insurance coverage limit is approximately $63,000 (500,000 HKD) per bank account. The Company’s bank balance did not exceed the insured amounts as of June 30, 2018 and December 31, 2017, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company has bank account as of June 30, 2018 and has no December 31, 2017. Cash on hand amounted to $3,678 and $0 as of June 30, 2018 and December 31, 2017. |
INCOME TAXES | 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 June 30, 2018 and 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 | 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 June 30, 2018 and December 31, 2017, there are no outstanding dilutive securities. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 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 unaudited 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 unaudited 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. |
Nature of Operations and Summ14
Nature of Operations and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | May 16, 2017 | |
Nature of Operations and Summary of Significant Accounting Policies (Textual) | |||
Cash and cash equivalents | $ 3,678 | ||
Cash on hand | $ 3,678 | $ 0 | |
Short-term investments maturities, description | All highly liquid short-term investments with original maturities of 90 days or less. | ||
Standard deposit insurance coverage limit | $ 63,000 | ||
HKD [Member] | |||
Nature of Operations and Summary of Significant Accounting Policies (Textual) | |||
Standard deposit insurance coverage limit | $ 500,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Going Concern (Textual) | ||||
Operating loss | $ (3,312) | $ (7,004) | $ (14,863) | |
Working capital deficit | 20,263 | 20,263 | $ 7,000 | |
Accumulated deficit | $ (24,175) | $ (24,175) | $ (9,312) |
Prepaid Expense (Details)
Prepaid Expense (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Prepaid Expense (Textual) | ||
Prepaid expense | $ 1,500 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities (Textual) | ||
Accrued professional fees | $ 6,095 | $ 7,000 |
Due to Related Parties (Details
Due to Related Parties (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Due to Related Parties (Textual) | ||
Due to a related party | $ 19,346 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Stockholders' Deficit (Textual) | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, shares issued | 6,000,000 | 20,000,000 | |
Common stock, shares outstanding | 6,000,000 | 20,000,000 | |
Professional fee paid | $ 1,000 | ||
Shareholders [Member] | |||
Stockholders' Deficit (Textual) | |||
Common stock, shares outstanding | 20,000,000 | ||
Redemption of shares | 20,000,000 | ||
Two new shareholders [Member] | |||
Stockholders' Deficit (Textual) | |||
Common stock, shares outstanding | 6,000,000 | ||
Issue of new shares | 6,000,000 | ||
Outstanding shares, percentage | 100.00% | ||
Discount on common stock | $ 600 | ||
Founders [Member] | |||
Stockholders' Deficit (Textual) | |||
Issued founders common stock for services | 20,000,000 | ||
Mr. Zilin Wang [Member] | |||
Stockholders' Deficit (Textual) | |||
Share purchase agreement, description | The Company and Mr. Zilin Wang signed an amendment to their original share purchase agreement. The amended agreement revised the purchase price of Mr. Wang’s shares from $0 to $100. The $100 was received in June 2018. In June 2018, the Company and Mr. Ming Sang Chan signed an amendment to their original share purchase agreement. The amended agreement revised the purchase price of Mr. Wang’s shares from $0 to $500. The $500 was received in June 2018. Total $600 was booked as share issuance for cash. |