Attached files

file filename
EX-2 - CERTIFICATE OF MERGER - SKY RESORT INTERNATIONAL Ltdex22certificateofmerger.htm
EX-2 - AGREEMENT AND PLAN OF MERGER - SKY RESORT INTERNATIONAL Ltdex23agreementplanofmerger.htm

UNITED STATES

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


Date of Event: July 30, 2015



GOLD BILLION GROUP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)


Delaware

6719

13-4167393

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

Brumby Centre, Lot 42,

Jalan Muhibbah, 87000,

Labuan F.T., Malaysia

(Address of principal executive offices)

 

852-59331214

(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)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





- 1 -



ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT


On July 29, 2015 Hotel Outsource Management International, Inc. (the “Registrant”), a Delaware corporation entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company merged with its wholly owned subsidiary, Gold Billion Group Holdings Limited, a Delaware corporation with no material operations ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Gold Billion Group Holdings Limited.


As permitted by the Delaware General Corporation Law Title 8, Section 251(f), the sole purpose of the Merger was to effect a change of the Company's name from Hotel Outsource Management International, Inc. to Gold Billion Group Holdings Limited. Upon the filing of the Certificate of Merger (the "Certificate of Merger") with the Secretary of State of Delaware on July 30, 2015 to effect the Merger, the Company's Articles of Incorporation were deemed amended to reflect the change in the Company's corporate name.

 

A copy of the Certificate of Merger as filed with the Secretary of State of Delaware on July 30, 2015, is attached as Exhibit 2.2. A copy of the Merger Agreement dated July 29, 2015, is attached as Exhibit 2.3.

 

The Company's common stock will temporarily remain listed for quotation on OTC Markets under the current symbol “HOUM” until a new symbol is assigned by Financial Industry Regulatory Authority, Inc. (FINRA). The Company will publicly announce the new trading symbol when assigned by FINRA and the effective date of the symbol change.

 

The name change was made to make our name more consistent with our business operations and plans.

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR.

 

See Item 1.01 above.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibits filed as part of this Current Report are as follows:




- 2 -




Exhibit No.

 

Description of Document

2.2

 

Certificate of Merger as filed with the Delaware Secretary of State on July 30, 2015

2.3

 

Agreement and Plan of Merger, dated July 29, 2015, by and between Hotel Outsource Management International, Inc. and Gold Billion Group Holdings Limited



SIGNATURE


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 hereunto duly authorized.


GOLD BILLION GROUP HOLDINGS LIMITED


Date: August 7, 2015




/s/ Eddy Kok Seng Yeap

By:  Eddy Kok Seng Yeap
Its:   Chief Executive Officer
       





- 3 -