10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-55810

BIOSTAR ANGEL STEM CELL CORPORATION

(Exact name of registrant as specific in its charter)

Delaware	82-1873024
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

419 Hindry Avenue, Suite E

Inglewood, California 90301

(Address of principal executive offices, including zip code)

424-227-9568

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [X] No [  ]

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

Large accelerated filer [  ]	Accelerated Filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
	Emerging growth company [  ]

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

As of August 14, 2018, there were 10,980,000 shares of common stock outstanding.

BIOSTAR ANGEL STEM CELL CORPORATION

Form 10-Q

For the quarterly period ended June 30, 2018

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017	3
Statements of Operations for the Three and Six Months Ended June 30, 2018 and for the Period from May 17, 2017 (Inception) to June 30, 2017 (unaudited)	4
Statements of Cash Flows for the Six Months Ended June 30, 2018 and for the Period from May 17, 2017 to June 30, 2017 (unaudited)	5
Notes to Financial Statements (unaudited)	6
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3 Quantitative and Qualitative Disclosures About Market Risk	13
Item 4 Controls and Procedures	13
PART II. OTHER INFORMATION
Item 1 Legal Proceedings	14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3 Defaults upon Senior Securities	14
Item 4 Mine Safety Disclosures	14
Item 5 Other Information	14
Item 6 Exhibits	15
Signatures	16

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSTAR ANGEL STEM CELL CORPORATION

(FORMERLY LILY GROVE ACQUISITION CORPORATION)

BALANCE SHEETS

	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	100		$	-
Due from a related party		2,048			-
Total current assets		2,148			-
Total Assets	$	2,148		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Due to related parties	$	47,194		$	-
Accrued liabilities		10,455			3,000
Total current liabilities		57,649			3,000
Total Liabilities		57,649			3,000
STOCKHOLDERS’ DEFICIENCY:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 and no shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		1,000			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 10,980,000 and 20,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		1,098			2,000
Additional paid-in capital		5,262			312
Accumulated deficit		(62,861	)		(5,312	)
Total stockholders’ deficiency		(55,501	)		(3,000	)
Total Liabilities and Stockholders’ Deficit	$	2,148		$	-

The accompanying notes are an integral part of these unaudited financial statements.

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BIOSTAR ANGEL STEM CELL CORPORATION

(FORMERLY LILY GROVE ACQUISITION CORPORATION)

STATEMENTS OF OPERATIONS

(UNAUDITED)

							For the period from
	For the three months ended			For the six months ended			May 17, 2017 (inception) to
		June 30, 2018			June 30, 2018			June 30, 2017
REVENUE	$	-		$	-		$	-
COST OF REVENUE		-			-			-
GROSS PROFIT		-			-			-
OPERATING EXPENSES		55,549			57,549			3,312
LOSS BEFORE INCOME TAX PROVISION		(55,549	)		(57,549	)		(3,312	)
INCOME TAX PROVISION		-			-			-
NET LOSS	$	(55,549	)	$	(57,549	)	$	(3,312	)
Loss per share – basic and diluted	$	-		$	-		$	-
Weighted average shares – basic and diluted		10,884,369			11,447,403			20,000,000

The accompanying notes are an integral part of these unaudited financial statements.

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BIOSTAR ANGEL STEM CELL CORPORATION

(FORMERLY LILY GROVE ACQUISITION CORPORATION)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

				For the period from
	For the six months ended			May 17, 2017 (inception) to
	June 30, 2018			June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(57,549	)	$	(3,312	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by stockholder and contributed as capital		3,000			312
Common stock issued for services					2,000
Changes in operating assets and liabilities:
Increase in accrued liabilities		7,455			1,000
Net cash used in operating expenses		(47,094	)		-
CASH FLOWS FROM INVESTING ACTIVITIES:
Due from related parties		(2,048	)		-
Net cash used in investing activities		(2,048	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan from related parties		47,194
Proceeds from issuance of common stock		1,048			-
Proceeds from issuance of series A preferred stock		1,000			-
Net cash provided by financing activities		49,242			-
NET INCREASE IN CASH		100			-
CASH, BEGINNING OF THE PERIOD		-			-
CASH, END OF THE PERIOD	$	100		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Redemption of common shares in connection with change of control	$	1,950		$	-

The accompanying notes are an integral part of these unaudited financial statements.

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BIOSTAR ANGEL STEM CELL CORPORATION

(FORMERLY LILY GROVE ACQUISITION CORPORATION)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Biostar Angel Stem Cell Corporation (formerly Lily Grove Acquisition Corporation) (“the Company”) 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 capital raising and debt financing activities, effecting a change in control, and the filing a registration statement on Form 10 on September 11, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. We expect that the combination will take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. We expect that the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating a transaction with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such 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 financial statements.

December 31 is the fiscal year end for the Company.

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, those difference could be material, and could have a material adverse effect on the Company, its financial condition, results of operations and stock price.

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. The Company had $100 and none of cash and cash equivalents 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 places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2018 and December 31, 2017, respectively.

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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 reflects 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 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 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.

2. GOING CONCERN

The Company has not yet generated any revenue since inception to date and has sustained operating losses of $55,549 during the three months ended June 30, 2018 and $57,549 during the six months ended June 30, 2018. The Company had a working capital deficit of $55,501 and an accumulated deficit of $62,861 as of June 30, 2018 and a working capital deficit of $3,000 and an accumulated deficit of $5,312 as of December 31, 2017. 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.

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3. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not a business. If the screen is not met, the amendments in this ASU first, require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participant could replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting”, which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. The new guidance is effective as of January 1, 2018. The adoption of the standard did not have a material impact on the financial statements of the Company.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. Management believes that this ASU will only impact the Company if it has restricted cash in the future.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016- 15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

4. RELATED PARTY TRANSACTIONS

As of June 30, 2018, the Company had due from a related party of $2,048 from Keewon Ra, Chief Executive Officer of the Company. The amount reflected the subscription payments received in Keewon Ra’s personal bank accounts in Korea for issuances of the Company’s common stock and preferred stock (see Note 6 for further explanation), as the Company did not open a bank account in the U.S. at the time of the subscription payments.

Due to related parties amounted to $47,194 as of June 30, 2018, of which $47,094 was due to Stemcellbio, Inc. Stemcellbio, Inc. paid operating expenses on behalf of the Company during the six months period ended June 30, 2018. In July 2018, subsequent to the balance sheet date of this Report, the Company paid back $47,094 to Stemcellbio, Inc. Stemcellbio, Inc. is a California corporation. Approximately 67% of Stemcellbio, Inc is owned by JASC Corporation, a Japanese Corporation. The father of the Chief Executive Officer and director of the Company, is a significant shareholder and the Chief Executive Officer and director of JASC Corporation.

5. ACCRUED LIABILITIES

As of June 30, 2018 and December 31, 2017, the Company had accrued professional fees of $10,455 and $3,000, respectively.

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6. STOCKHOLDERS’ DEFICIENCY

On January 15, 2018, the following events occurred to effect a change in control of the Company:

The Company cancelled an aggregate of 19,500,000 shares of the then 20,000,000 shares of common stock outstanding. The then officers and directors of the Company, James Cassidy and James McKillop, resigned from the offices of President and director and Vice President and director respectively, held by them. Keewon Ra was named the sole director of the Company and was named its Chief Executive Officer, Secretary and Chief Financial Officer.

On January 16, 2018, the Company issued 10,180,000 shares of its common stock to 16 shareholders at par value for proceeds of $1,018 and issued 10,000,000 shares of its Series A Preferred stock at par value for $1,000 to Jeong Chan Ra, the father of the Chief Executive Officer and director of the Company.

On April 30, 2018, the following events occurred:

The Company issued 30,000 shares of common stock to the Chief Executive Officer, Keewon Ra at par value of $0.0001 per share for cash proceeds of $3. In addition, the Company issued 270,000 shares of common stock at par value of $0.0001 per share to 10 investors for gross proceeds of $27.

7. SUBSEQUENT EVENT

On July 19, 2018, the Company borrowed $500,000 from JASC Corporation, a Japanese corporation. The father of the Chief Executive Officer and director of the Company, is the Chief Executive Officer and a significant shareholder and director of JASC. The borrowing is unsecured and matures on July 18, 2019. The borrowing bears interest at 2% per annum. Interest payments are due on December 31, 2018 and June 30, 2019, and the principal and the remaining interest is due on July 18, 2019. The Company borrowed the funds for working capital purposes.

In accordance with FASB ASC Topic No. 855, Subsequent Events, the Company has evaluated subsequent events for recognition or disclosure through August 17, 2018, the date the accompanying financial statements were available to be issued and determined that there are no subsequent events requiring disclosure.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding the future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions.

In addition, our business and financial performance may be affected by the factors that are discussed under “Risk Factors” in the in the Company’s registration statement on Form 10, filed with the Securities and Exchange Commission on September 11, 2017. New risk factors emerge from time to time and it is not possible for us to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially and adversely from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. 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.

The following discussion and analysis is qualified in its entirety by, and should be read in conjunction with, the more detailed information set forth in the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

Biostar Angel Stem Cell Corporation (formerly Lily Grove Acquisition Corporation) (the “Company”) 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.

On January 15, 2018, the Company effected a change of its control. The Company cancelled an aggregate of 19,500,000 shares of the then 20,000,000 shares of outstanding stock valued at par. James M. Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director. Keewon Ra was then named sole director of the Company and was named Chief Executive Officer, Secretary and Chief Financial Officer of the Company.

Since inception, the Company’s operations have been limited to capital raising and debt financing activities, effecting the change in control described above, and the filing a registration statement on Form 10 on September 11, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock.

The Company has no operations nor does it currently engage in any business activities generating revenues. The Company’s principal business objective is to achieve a business combination with a target company.

The Company expects that a business combination will take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company expects that the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

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No assurances can be given that the Company will be successful in negotiating with any target company.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, the present management and shareholders of the Company may no longer be in control of the Company. In addition, the officers and director of the Company may, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.

Results of Operations

As of June 30, 2018, the Company had not generated revenues since inception. The Company had sustained net loss of $57,549 and $3,312 or the six months ended June 30, 2018 and for the period from May 17, 2017 (inception) to June 30, 2017. The Company had an accumulated deficit of $62,861 and $5,312 as of June 30, 2018 and December 31, 2017, respectively. Operating expenses totaled $57,549 for the six months ended June 30, 2018, compared to $3,312 for the period from May 17, 2017 (inception) to June 30, 2017, an increase of $54,237, or approximately 1,638%. The increase is attributable to additional accounting and legal professional service fees. Additionally, the Company was formed on May 17, 2017, and accordingly there were operations for only two months during the period ended June 30, 2017.

Financial Condition, Liquidity and Capital Resources

As of June 30, 2018, the Company had $100 in cash and cash equivalents.

In April 2018, the Company issued an aggregate of 270,000 shares of its common stock to a group of 10 investors, at a purchase price equal to $0.0001 per share, or $27 in the aggregate. In April 2018, the Company issued an aggregate of 30,000 shares of its common stock to its CEO, at a purchase price equal to $0.0001 per share, or $3 in the aggregate.

On July 19, 2018, the Company borrowed $500,000 from JASC Corporation, a Japanese corporation. The father of the Chief Executive Officer and director of the Company, is the Chief Executive Officer and a significant shareholder and director of JASC Corporation. The borrowing is unsecured and matures on July 18, 2019. The borrowing bears interest at 2% per annum. Interest payments are due on December 31, 2018 and June 30, 2019, and the principal and the remaining interest is due on July 18, 2019. The Company borrowed the funds for working capital purposes.

Going Concern Consideration

As reflected in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $62,861 and a working capital deficit of $55,501. These raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2018 was $47,094, compared to $0 for the period from May 17, 2017 (inception) to June 30, 2017. The increase is attributable to additional accounting and legal professional service fees. Additionally, the Company was formed on May 17, 2017, and accordingly there were operations for only two months during the period ended June 30, 2017.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2018 was $2,048, compared to $0 for the period from May 17, 2017 (inception) to June 30, 2017. The increase was due to the subscription payments received in Chief Executive Officer of the Company, Keewon Ra’s personal bank accounts in Korea for issuances of the Company’s common stock and preferred stock, as the Company did not open a bank account in the U.S at the time of the subscription payments.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2018 was $49,242, compared to $0 for the period from May 17, 2017 (inception) to June 30, 2017. The increase was due to proceeds received from investors for issuance of common stock of $1,048 and issuance of preferred stock of $1,000, and due to related parties of $47,194.

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Equipment Financing

The Company has no existing equipment financing arrangements.

Alternative Financial Planning

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of our condensed 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 reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

BASIS OF PRESENTATION

The summary of critical accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such 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 financial statements. December 31 is the fiscal year end for the Company.

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

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.

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RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not a business. If the screen is not met, the amendments in this ASU first, require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participant could replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting”, which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. The new guidance is effective as of January 1, 2018. The adoption of the standard did not have a material impact on the financial statements of the Company.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information not required to be filed by a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES. DISCLOSURES AND PROCEDURES

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer and principal financial officer.

Based upon that evaluation, she believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-13-

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s registration statement on Form 10, filed with the Securities and Exchange Commission on September 11, 2017.

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

In April 2018, the Company issued an aggregate of 270,000 shares of its common stock to a group of 10 investors, at a purchase price equal to $0.0001 per share, or $27 in the aggregate, in reliance on the exemption from registration under Regulation S as promulgated under Securities Act of 1933, as amended, in offshore transactions that did not involve any directed selling efforts in the United States.

In April 2018, the Company issued an aggregate of 30,000 shares of its common stock to its CEO, at a purchase price equal to $0.0001 per share, or $3 in the aggregate, in reliance on the exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D as promulgated under Securities Act of 1933, as amended, in a private transaction not involving a public offering.

Each of the above transactions were private placements of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

-14-

ITEM 6. EXHIBITS

(a) Exhibits

10.1*	Loan Agreement between the Registrant and JASC Corporation, dated July 13, 2018.
31.1*	Rule 15d-14(a) Certification by Principal Executive Officer
31.2*	Rule 15d-14(a) Certification by Principal Financial Officer
32.1*	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

-15-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on the 20^th day of August, 2018.

Signature	Title	Date
/s/ Keewon Ra	Chief Executive Officer	August 20, 2018
Keewon Ra	(Principal Executive Officer)
/s/ Won Ho Chun	Chief Financial Officer	August 20, 2018
Won Ho Chun	(Principal Financial Officer)

-16-

EX-10.1

LOAN AGREEMENT

This LOAN AGREEMENT (the “Agreement) is made and entered into by and between JASC Corporation (the “Lender”) and Biostar Angel Stem Cell Corporation (the “Borrower”). The undersigned Borrower hereby promises to pay to the order of the Lender. Both parties agree on these terms and conditions of this Loan Agreement.

I. LOAN PURPOSE

The purpose of this loan agreement is for the Lender to lend USD $500,000 to the Borrower and for the Borrower to borrow the USD $500,000 from the Lender for the business operation of the Borrower.

II. LOAN AMOUNT

1. The loan amount is USD $500,000. The Lender loans the amount to the Borrower and the Borrower borrows the amount from the Lender.

2. The loan amount may be increased in the future if such an increase is requested and mutually agreed by the Lender and the Borrower.

III. LOAN TERM

1. This loan agreement begins from July 18, 2018 and matures on July 17, 2019.

2. The Lender and the Borrower may extend the loan term by mutual agreement.

IV. PAYMENT OF INTEREST AND PRINCIPAL

The Borrower promises to pay the principal and interest of this loan amount in US dollar as follows.

1. The interest rate on this loan agreement is 2% per annum.

2. The Borrower will pay the accrued interest once in a half year, one on June 30 and another on December 31.

3. The Borrower shall pay the principal of this loan amount in one amount at the maturity date of this Loan Agreement together with any unpaid accrued interest.

V. PAYMENT LOCATION

1. The payments of the principal and interest by the Borrower under this Loan Agreement shall be made to the bank accounts owned by the Lender or other bank accounts as requested by the Lender.

VI. GOVERNING LAW

The Lender and the Borrower shall try their best efforts first to resolve all disputes under this Loan Agreement by mutually negotiating before any lawsuits. If there is a lawsuit as a result of unsuccessful negotiation, the Borrower agrees to submit to the jurisdiction of the courts governing in the place of the business of the Lender.

In acknowledgement of this Loan Agreement, the Lender and the Borrower shall print and sign the two copies of this Agreement, one of which shall be kept by each as evidence.

Dated: July 13, 2018

Lender:

Corporation: JASC Corporation

Address: Karahasi Biwacho 20, Minami-Gu, Kyoto, Japan

President: Jeong Chan Ra

Borrower:

Corporation: Biostar Angel Stem Cell Corporation

Address: 419 Hindry Ave, Suite E, Inglewood, CA 90301

Representative: Kee Won Ra, CEO

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Keewon Ra, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Biostar Angel Stem Cell Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2018	/s/ Keewon Ra
	Keewon Ra
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Won Ho Chun, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Biostar Angel Stem Cell Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2018	/s/ Won Ho Chun
	Won Ho Chun
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Biostar Angel Stem Cell Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of Keewon Ra, Chief Executive Officer of the Company, and Won Ho Chun, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 20, 2018	/s/ Keewon Ra
	Keewon Ra
	Chief Executive Officer
	(Principal Executive Officer)
August 20, 2018	/s/ Won Ho Chun
	Won Ho Chun
	Chief Financial Officer
	(Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
Document And Entity Information
Entity Registrant Name	Biostar Angel Stem Cell Corp
Entity Central Index Key	0001709474
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,980,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 100
Due from a related party	2,048
Total current assets	2,148
Total Assets	2,148	0
CURRENT LIABILITIES:
Due to related parties	47,194
Accrued liabilities	10,455	3,000
Total current liabilities	57,649	3,000
Total Liabilities	57,649	3,000
STOCKHOLDERS' DEFICIENCY:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 and no shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	1,000
Common stock, $0.0001 par value; 100,000,000 shares authorized; 10,980,000 and 20,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	1,098	2,000
Additional paid-in capital	5,262	312
Accumulated deficit	(62,861)	(5,312)
Total stockholders' deficiency	(55,501)	(3,000)
Total Liabilities and Stockholders' Deficit	$ 2,148	$ 0

XML

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	10,000,000
Preferred stock, shares outstanding	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,980,000	20,000,000
Common stock, shares outstanding	10,980,000	20,000,000

XML

Statements 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 REVENUE
GROSS PROFIT
OPERATING EXPENSES	3,312	55,549	57,549
LOSS BEFORE INCOME TAX PROVISION	(3,312)	(55,549)	(57,549)
INCOME TAX PROVISION
NET LOSS	$ (3,312)	$ (55,549)	$ (57,549)
Loss per share - basic and diluted
Weighted average shares - basic and diluted	20,000,000	10,884,369	11,447,403

XML

Statements of Cash Flows (Unaudited) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,312)	$ (57,549)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by stockholder and contributed as capital	312	3,000
Common stock issued for services	2,000
Changes in operating assets and liabilities:
Increase in accrued liabilities	1,000	7,455
Net cash used in operating expenses		(47,094)
CASH FLOWS FROM INVESTING ACTIVITIES:
Due from related parties		(2,048)
Net cash used in investing activities		(2,048)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan from related parties		47,194
Proceeds from issuance of common stock		1,048
Proceeds from issuance of series A preferred stock		1,000
Net cash provided by financing activities		49,242
NET INCREASE IN CASH		100
CASH, BEGINNING OF THE PERIOD
CASH, END OF THE PERIOD		100
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for: Interest
Cash paid during the year for: Income taxes
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Redemption of common shares in connection with change of control		$ 1,950

XML

Nature of Operations and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Nature of Operations and Summary of Significant Accounting Policies

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Biostar Angel Stem Cell Corporation (formerly Lily Grove Acquisition Corporation) (“the Company”) 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 capital raising and debt financing activities, effecting a change in control, and the filing a registration statement on Form 10 on September 11, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. We expect that the combination will take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. We expect that the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating a transaction with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such 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 financial statements.

December 31 is the fiscal year end for the Company.

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, those difference could be material, and could have a material adverse effect on the Company, its financial condition, results of operations and stock price.

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. The Company had $100 and none of cash and cash equivalents 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 places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2018 and December 31, 2017, respectively.

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 reflects 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 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 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.

XML

Going Concern

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

2. GOING CONCERN

The Company has not yet generated any revenue since inception to date and has sustained operating losses of $55,549 during the three months ended June 30, 2018 and $57,549 during the six months ended June 30, 2018. The Company had a working capital deficit of $55,501 and an accumulated deficit of $62,861 as of June 30, 2018 and a working capital deficit of $3,000 and an accumulated deficit of $5,312 as of December 31, 2017. 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.

XML

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

3. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not a business. If the screen is not met, the amendments in this ASU first, require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participant could replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting”, which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. The new guidance is effective as of January 1, 2018. The adoption of the standard did not have a material impact on the financial statements of the Company.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. Management believes that this ASU will only impact the Company if it has restricted cash in the future.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016- 15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

4. RELATED PARTY TRANSACTIONS

As of June 30, 2018, the Company had due from a related party of $2,048 from Keewon Ra, Chief Executive Officer of the Company. The amount reflected the subscription payments received in Keewon Ra’s personal bank accounts in Korea for issuances of the Company’s common stock and preferred stock (see Note 6 for further explanation), as the Company did not open a bank account in the U.S. at the time of the subscription payments.

Due to related parties amounted to $47,194 as of June 30, 2018, of which $47,094 was due to Stemcellbio, Inc. Stemcellbio, Inc. paid operating expenses on behalf of the Company during the six months period ended June 30, 2018. In July 2018, subsequent to the balance sheet date of this Report, the Company paid back $47,094 to Stemcellbio, Inc. Stemcellbio, Inc. is a California corporation. Approximately 67% of Stemcellbio, Inc is owned by JASC Corporation, a Japanese Corporation. The father of the Chief Executive Officer and director of the Company, is a significant shareholder and the Chief Executive Officer and director of JASC Corporation.

XML

Accrued Liabilities

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

Accrued Liabilities

5. ACCRUED LIABILITIES

As of June 30, 2018 and December 31, 2017, the Company had accrued professional fees of $10,455 and $3,000, respectively.

XML

Stockholders' Deficiency

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Stockholders' Deficiency

6. STOCKHOLDERS’ DEFICIENCY

On January 15, 2018, the following events occurred to effect a change in control of the Company:

The Company cancelled an aggregate of 19,500,000 shares of the then 20,000,000 shares of common stock outstanding. The then officers and directors of the Company, James Cassidy and James McKillop, resigned from the offices of President and director and Vice President and director respectively, held by them. Keewon Ra was named the sole director of the Company and was named its Chief Executive Officer, Secretary and Chief Financial Officer.

On January 16, 2018, the Company issued 10,180,000 shares of its common stock to 16 shareholders at par value for proceeds of $1,018 and issued 10,000,000 shares of its Series A Preferred stock at par value for $1,000 to Jeong Chan Ra, the father of the Chief Executive Officer and director of the Company.

On April 30, 2018, the following events occurred:

The Company issued 30,000 shares of common stock to the Chief Executive Officer, Keewon Ra at par value of $0.0001 per share for cash proceeds of $3. In addition, the Company issued 270,000 shares of common stock at par value of $0.0001 per share to 10 investors for gross proceeds of $27.

XML

Subsequent Event

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Event

7. SUBSEQUENT EVENT

On July 19, 2018, the Company borrowed $500,000 from JASC Corporation, a Japanese corporation. The father of the Chief Executive Officer and director of the Company, is the Chief Executive Officer and a significant shareholder and director of JASC. The borrowing is unsecured and matures on July 18, 2019. The borrowing bears interest at 2% per annum. Interest payments are due on December 31, 2018 and June 30, 2019, and the principal and the remaining interest is due on July 18, 2019. The Company borrowed the funds for working capital purposes.

In accordance with FASB ASC Topic No. 855, Subsequent Events, the Company has evaluated subsequent events for recognition or disclosure through August 17, 2018, the date the accompanying financial statements were available to be issued and determined that there are no subsequent events requiring disclosure.

XML

Nature of Operations and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Nature of Operations

NATURE OF OPERATIONS

Biostar Angel Stem Cell Corporation (formerly Lily Grove Acquisition Corporation) (“the Company”) 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 capital raising and debt financing activities, effecting a change in control, and the filing a registration statement on Form 10 on September 11, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. We expect that the combination will take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. We expect that the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating a transaction with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

Basis of Presentation

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such 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 financial statements.

December 31 is the fiscal year end for the Company.

Use of Estimates

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, those difference could be material, and could have a material adverse effect on the Company, its financial condition, results of operations and stock price.

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. The Company had $100 and none of cash and cash equivalents 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 places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2018 and December 31, 2017, respectively.

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 reflects 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 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 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.

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Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash equivalents	$ 100
Cash balance of FDIC
Deferred tax
Dilutive securities

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Going Concern (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating losses	$ 3,312	$ 55,549	$ 57,549
Working capital deficit		55,501	55,501	$ 3,000
Accumulated deficit		$ 62,861	$ 62,861	$ 5,312

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Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Due from a related party		$ 2,048
Due to related parties		47,194
Payments to related party		2,048
Stemcellbio, Inc [Member]
Due to related parties		47,094
Payments to related party		$ 47,094
Ownership percentage		67.00%
Keewon Ra [Member]
Due from a related party		$ 2,048

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Accrued Liabilities (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued professional fees	$ 10,455	$ 3,000

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Stockholders' Deficiency (Details Narrative) - USD ($)				1 Months Ended	6 Months Ended
	Apr. 30, 2018	Jan. 16, 2018	Jan. 15, 2018	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Number of common stock shares cancelled			19,500,000
Common stock shares outstanding			20,000,000		10,980,000	20,000,000
Cash proceeds from issuance of common stock					$ 1,048
Common stock, par value					$ 0.0001	$ 0.0001
Chief Executive Officer [Member]
Number of shares issued, shares	30,000
Cash proceeds from issuance of common stock	$ 3
Common stock, par value	$ 0.0001
10 Investor [Member]
Number of shares issued, shares	270,000
Cash proceeds from issuance of common stock	$ 27
Common stock, par value	$ 0.0001
Series A Preferred Stock [Member] | Jeong Chan Ra [Member]
Number of shares issued, shares		10,000,000
Cash proceeds from issuance of common stock		$ 1,000
16 Shareholders [Member]
Number of shares issued, shares		10,180,000
Cash proceeds from issuance of common stock		$ 1,018

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Subsequent Event (Details Narrative) - USD ($)		6 Months Ended
	Jul. 19, 2018	Jun. 30, 2018
Proceeds from related party debt		$ 47,194
Subsequent Event [Member] | JASC Corporation [Member]
Proceeds from related party debt	$ 500,000
Debt instrument maturity date	Jul. 18, 2019
Borrowing interest rate, percentage	2.00%