U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2016

o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File No.  000-50306

GOLD BILLION GROUP HOLDINGS LIMITED

(Exact Name of Registrant as Specified in its Charter)

Room 1202A,12/F., Empire Center

68 Mody Road, Tsim Sha Tsui

Kowloon Hong Kong

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 852-59331214

Brumby Centre, Lot 42

Jalan Muhibbah 87000

Labuan F.T., Malaysia

(Former name, former address and former fiscal year, if changed since last report)

Indicate by a check mark whether the issuer has (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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.

Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes o No x

Indicate by a check mark whether the issuer is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes x No o

State the number of shares outstanding of each of the Registrant's classes of common equity, as of the latest applicable date: 18,949,484 as of May 31, 2016.

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

GOLD BILLION GROUP HOLDINGS LIMITED

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF

MARCH 31, 2016

UNAUDITED

INDEX

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GOLD BILLION GROUP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEET

AS AT MARCH 31, 2016

US Dollars in thousands

 The accompanying notes are an integral part of the consolidated financial statements.

2

GOLD BILLION GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS  

US Dollars in thousands (except share and per share data)

 The accompanying notes are an integral part of the consolidated financial statements.

3

GOLD BILLION GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS  

US Dollars in thousands

 The accompanying notes are an integral part of the consolidated financial statements.

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GOLD BILLION GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

US Dollars in thousands

NOTE 1:- NATURE OF OPERATIONS AND BASIS OF PRESENTATION

a.

Gold Billion Group Holdings Limited was incorporated in Delaware on November 9, 2000 under the name of Hotel Outsource Management International, Inc. and its subsidiaries are engaged in the distribution, marketing and operation of computerized minibars in hotels located in the United States, Europe, Israel and Canada. On September 5, 2014, all the subsidiaries have been disposed of.

On July 29, 2015 the Company 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 Gold Billion Group Holdings Limited 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.

On January 11, 2016, subsequent to the end of the fiscal year, the Company acquired all of the issued and outstanding stock of GBGH Hong Kong Limited, a Hong Kong Corporation, at a consideration of HK$500,000 (approximately US$64,000), and as a result of the transaction, GBGH Hong Kong Limited became a wholly-owned subsidiary of the Company. On April 6, 2016, the Company issued 16,000,000 shares of its authorized but previously unissued shares of common stock as the consideration for acquisition of the shares of GBGH Hong Kong Limited. The shares issued by the Company were valued for purposes of the acquisition at HK$0.03125 per share (approximately US$0.004 per share), or an aggregate of HK$500,000 (approximately US$64,000).  As a result of this transaction, the Company’s issued and outstanding common stock increased from 2,949,484 shares to 18,949,284 shares.  Prior to their acquisition by the Company, all of the issued and outstanding shares of GBGH Hong Kong Limited were owned by Richcorp Holdings, Ltd., a Samoa corporation, which was also the principal shareholder of the Company prior to the transaction.  Accordingly, following completion of this transaction, Richcorp Holdings, Ltd., is the owner of 18,308,343 shares, or approximately 96.6%, of the Company’s issued and outstanding common stock.

b.

As of March 31, 2016 and December 31, 2015, the Group and the Company had no cash.

The Group continues to incur consolidated losses ($28,000) in the three months ended March 31, 2016. In order to implement the Company's basic business plan, the Company will need additional funds.

The financial statements have been prepared assuming that the Company will continue as a "going concern". The Company has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about its ability to continue as "going concern" .The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuation of the company as a going concern is dependent upon implementation of management's plans as well as raising additional funds from shareholders or other. The Company's preferred method is the new business model, described in item c. above.

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NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of Presentation and Principle of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. The accompanying interim consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2015 included in the Company's Form 10-K filed.

For the quarter ended and as of March 31, 2016, the consolidated financial statements include the accounts of GBGH Hong Kong Limited, a wholly-owned subsidiary incorporated in Hong Kong on June 29, 2015.

The acquisition of all of the issued and outstanding stock of GBGH Hong Kong Limited on January 11, 2016 was accounted for as a common control business combination under ASC 805-50. All significant inter-company balances and transactions have been eliminated.

b.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make.  Estimates that are critical to the accompanying consolidated financial statements relate principally to depreciation and recoverability of long lived assets.  The markets for the Company’s products are characterized by intense price competition, rapid technological development, evolving standards and short product life cycles; all of which could impact the future realization of its assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.  It is at least reasonably possible that management’s estimates could change in the near term with respect to these matters.

c.

Financial Statements in US dollars

Prior to the disposal of all the subsidiaries on September 5, 2014, the majority of the Company's sales are in U.S. dollars or in dollar linked currencies. In addition, the majority of the Company's financing is received in U.S. dollars. Accordingly, the Company has determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been re-measured into US dollars. All transaction gains and losses from the re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.

Prior to the disposal of all the subsidiaries on September 5, 2014, the financial statements of foreign subsidiaries, whose functional currency is not the U.S. dollar, have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of operations amounts have been translated using the average exchange rate for the period. The translation differences are attributed to the capital reserve from translation differences.

d.

Concentrations of Credit Risk and Fair Value of Financial Instruments

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Prior to the disposal of all the subsidiaries on September 5, 2014, the financial instruments of the Company consist mainly of cash and cash equivalents, short-term bank deposits, trade receivables, other accounts receivable, short-term bank credit, trade payables, other accounts payable and notes payable to shareholders and others.

In view of their short term nature, the fair value of the financial instruments included in working capital of the Company is usually identical, or close, to their carrying values. The fair values of long-term notes payable also approximates their carrying values, since such notes bear interest at rates that management believes is approximately the same as prevailing market rates.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables. The majority of the Company's cash and cash equivalents are invested in interest bearing U.S. dollar and U.S. dollar-linked instruments or in NIS and Euro interest bearing deposits with major Israeli, U.S. and European banks. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound, and accordingly, minimal credit risk exists with respect to these investments.

e.

Foreign Exchange

Exchange and linkage differences are charged or credited to operations as incurred.

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ITEM 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition as of March 31, 2016 and our results of operations for the three months ended March 31, 2016. The following discussion should be read in conjunction with the financial statements for such periods as well as our financial statements included in our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or out industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated and prepared in US Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.

Critical Accounting Policies and Estimates

In connection with the issuance of Securities and Exchange Commission FR-60, the following disclosure is provided to supplement the Company’s accounting policies in regard to significant areas of judgment. Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. These estimates also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others.

Long-Lived Assets

We assess the recoverability of the carrying value of long-lived assets periodically. If circumstances suggest that long-lived assets may be impaired, and a review indicates that the carrying value will not be recoverable, as determined based on the projected undiscounted future cash flow, the carrying value is reduced to its estimated fair value. The determination of cash flow is based upon assumptions and forecasts that may not occur. As of March 31, 2011 and December 31, 2015, there are no fixed assets in the Company’s balance sheet.

Financial Statements in US dollars:

Prior to the disposal of all the subsidiaries on September 5, 2014, the majority of the Company's sales are in U.S. dollars or in dollar linked currencies. In addition, the majority of our financing is received in U.S. dollars. Accordingly, we have determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been re-measured into U.S. dollars in accordance with Statement of Financial Accounting Standard No. 52 "Foreign Currency Translation" ("SFAS No. 52"). All transaction gains and losses

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from the re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.

The financial statements of foreign subsidiaries, whose functional currency is not the U.S. dollar, have been translated into US dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of operations amounts have been translated using specific exchange rates or the average exchange rate for the period. The resulting translation adjustments are not included in determining net income (loss) but are reported in a separate component of accumulated other comprehensive income (loss) in shareholders’ equity.

OVERVIEW

The Company does not currently have any active business operations.

Our common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 to August 2015 under the symbol "HOUM". Effective as of July 30, 2015, the Company changed its name from Hotel Outsource Management International, Inc., to Gold Billion Group Holdings Limited. In conjunction with its name change, effective in the marketplace at the open of business on August 28, 2015, the Company’s trading symbol changed to “GBGH.”

On January 11, 2016, subsequent to the end of the fiscal year, the Company acquired all of the issued and outstanding stock of GBGH Hong Kong Limited, a Hong Kong Corporation, at a consideration of HK$500,000 (approximately US$64,000), and as a result of the transaction, GBGH Hong Kong Limited became a wholly-owned subsidiary of the Company. On April 6, 2016, the Company issued 16,000,000 shares of its authorized but previously unissued shares of common stock as the consideration for acquisition of the shares of GBGH Hong Kong Limited. The shares issued by the Company were valued for purposes of the acquisition at HK$0.03125 per share (approximately US$0.004 per share), or an aggregate of HK$500,000 (approximately US$64,000).  As a result of this transaction, the Company’s issued and outstanding common stock increased from 2,949,484 shares to 18,949,284 shares.  Prior to their acquisition by the Company, all of the issued and outstanding shares of GBGH Hong Kong Limited were owned by Richcorp Holdings, Ltd., a Samoa corporation, which was also the principal shareholder of the Company prior to the transaction.  Accordingly, following completion of this transaction, Richcorp Holdings, Ltd., is the owner of 18,308,343 shares, or approximately 96.6%, of the Company’s issued and outstanding common stock.

The above acquisition of all of the issued and outstanding stock of GBGH Hong Kong Limited on January 11, 2016 was accounted for as a common control business combination.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2016 COMPARED TO MARCH 31, 2015

REVENUE

For the three months ended March 31, 2016 and 2015, the Company had no revenues.

COSTS OF REVENUES

Cost of Revenues, before consideration of depreciation expense, for the three months ended March 31, 2016 and 2015, the Company has been dormant.

GROSS PROFIT

Gross profit, before consideration of depreciation expense, for the three months ended March 31, 2016 and 2015, the Company has been dormant.

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NET LOSS

As a result of the above common control business combination with GBGH Hong Kong Limited, for the three months ended March 31, 2016, we had a net consolidated loss of $28,000, where professional fees of $10,000 was incurred at the parent company level and consultancy fees of $18,000 was incurred in the subsidiary level. For the three months ended March 31, 2015, the net loss of $20,000 which were all accrued professional fees.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have been dependent on investment capital as our primary source of liquidity. We had an accumulated deficit at March 31, 2016 of $14,797,000. During the three months ended March 31, 2016, we had net consolidated loss of $28,000. The Company currently has no assets and will require capital in order to implement any new business plan and commence operations.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheet arrangements.

INFLATION

We do not believe that inflation has had a significant impact on our consolidated results of operations or financial condition.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

Item 4.  CONTROLS AND PROCEDURES

Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

To the best of our knowledge, as of the date hereof, there are no material pending or threatened legal proceedings to which the Company is a party, or of which any of our property is subject.

As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.

Item 1A. RISK FACTORS

There have been no material changes in the risk factors described in “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2016, there were no sales of unregistered equity securities.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

MINE SAFETY DISCLOSURES

None.

Item 5.

OTHER INFORMATION

None.

Item 6 .

EXHIBITS

The following exhibits are filed as part of this Form 10-Q.

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SIGNATURE

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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