SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
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 000-55387
OGL HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
RED GROTTO ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)
Delaware 47-3165342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Apolena Avenue
Newport Beach, California 92662
(Address of principal executive offices) (zip code)
949/673-4510
(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
(do not check if a smaller reporting 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
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
August 5, 2015
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
______________________________________________________________
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
______________________________________________________________________
OGL HOLDINGS LTD.
UNAUDITED CONDENSED BALANCE SHEET
June 30, 2015
------------
ASSETS
Total assets $ -
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Total liabilities -
------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of June 30, 2015 -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding as of June 30, 2015 2,000
Discount on Common Stock (2,000)
Additional paid-in capital 712
Accumulated deficit (712)
------------
Total stockholders' deficit -
------------
Total liabilities and stockholders'
deficit $ -
============
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
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OGL HOLDINGS LTD.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the period from
For the three January 12, 2015
months ended (Inception) to
June 30, 2015 June 30, 2015
----------------- -----------------
Revenue $ - $ -
Cost of revenue - -
----------------- -----------------
Gross profit - -
Operating expenses - 712
----------------- -----------------
Operating loss - (712)
Loss before income taxes - (712)
================== ==================
Income tax expense - -
Net loss $ - $ (712)
================== ==================
Loss per share - basic and diluted $ (0.00) $ (0.00)
================== ==================
Weighted average shares-basic and diluted 20,000,000 18,816,568
------------------ ------------------
The accompanying notes are an integral part of these unaudited condensed
financial statements.
3
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OGL HOLDINGS LTD.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the period from
January 12, 2015
(Inception) to
June 30, 2015
--------------
OPERATING ACTIVITIES
Net loss $ (712)
-------------
Non-cash adjustments to reconcile net loss to
net cash:
Expenses paid for by stockholder and
contributed as capital 712
-------------
Net cash used in operating activities -
-------------
Net increase in cash -
Cash, beginning of period -
-------------
Cash, end of period $ -
=============
Interest paid -
-------------
Income tax paid -
-------------
The accompanying notes are an integral part of these unaudited condensed
financial statements.
4
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OGL HOLDINGS LTD.
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
OGL Holdings Ltd. ("OGL Holdings" or "the Company") was
incorporated on January 12, 2015 under the laws of the state of Delaware
to engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with OGL Holdings. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
In most instances 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 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 unaudited condensed financial
statements. Such unaudited condensed financial statements and accompanying
notes are the representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America
("GAAP") in all material respects, and have been consistently applied in
preparing the accompanying unaudited condensed financial statements.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") were omitted
pursuant to such rules and regulations. These financial statements should be
read in conjunction with the audited financial statements and footnotes
included in the Company's Annual Report on Form 10-K filed with the SEC on
April 17, 2015. The results for the three months ended June 30, 2015, are not
necessarily indicative of the results to be expected for the year ending
December 31, 2015.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the condensed financial statements, and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
CASH
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 did not have cash equivalents as
of June 30, 2015.
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,
2015.
5
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OGL HOLDINGS LTD.
Notes to Unaudited Condensed Financial Statements
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, 2015 there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As of
June 30, 2015, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
unaudited condensed financial statements on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to nonfinancial
items that are recognized and disclosed at fair value in the unaudited
condensed 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.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating loss of $712 from inception (January 12, 2015) to
June 30, 2015. The Company had no working capital and an accumulated deficit
of $712 as of June 30, 2015. 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.
6
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OGL HOLDINGS LTD.
Notes to Unaudited Condensed Financial Statements
The accompanying unaudited condensed 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 condensed 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.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
On June 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and
Improvements. The amendments in this Update cover a wide range of Topics
in the Codification. The amendments in this Update represent changes to make
minor corrections or minor improvements to the Codification that are not
expected to have a significant effect on current accounting practice or
create a significant administrative cost to most entities. This Accounting
Standards Update is the final version of Proposed Accounting Standards Update
2014-240-Technical Corrections and Improvements, which has been deleted.
Transition guidance varies based on the amendments in this Update. The
amendments in this Update that require transition guidance are effective
for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2015. Early adoption is permitted,
including adoption in an interim period. All other amendments will be
effective upon the issuance of this Update. Management is in the process
of assessing the impact of this ASU on the Company's financial statements.
On May 21, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-09 Financial Services Insurance
(Topic 944): Disclosures about Short-Duration Contracts. The objectives of
the amendments in this Update are to increase transparency of significant
estimates made in measuring the liability for unpaid claims and claim
adjustment expenses, improve comparability through consistently disclosed
information, and provide financial statements users with information to
facilitate analysis of the amount, timing, and uncertainty of cash flows
arising from contracts issued by insurance entities and the development of
loss reserve estimates. For public business entities, effective for annual
periods beginning after December 15, 2015, and interim periods within annual
periods beginning after December 15, 2016. For all other entities, effective
for annual periods beginning after December 15, 2016, and interim periods
within annual periods beginning after December 15, 2017. Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On May 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-08 Business Combinations (Topic
805): Pushdown Accounting: Amendments to SEC Paragraphs Pursuant to Staff
Accounting Bulletin No. 115. This Accounting Standards Update amends various
SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115.
The amendments are effective upon issuance (May 12, 2015). Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On May 1, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-07 Fair Value Measurement
(Topic 820): Disclosures for Investments in Certain Entities That Calculate
Net Asset Value per Share (or Its Equivalent). Topic 820, Fair Value
Measurement, permits a reporting entity, as a practical expedient, to measure
the fair value of certain investments using the net asset value per share of
the investment. Currently, investments valued using the practical expedient
are categorized within the fair value hierarchy on the basis of whether the
investment is redeemable with the investee at net asset value on the
measurement date, never redeemable with the investee at net asset value, or
redeemable with the investee at net asset value at a future date. To address
the diversity in practice related to how certain investments measured at net
asset value with future redemption dates are categorized, the amendments in
this Update remove the requirement to categorize investments for which fair
values are measured using the net asset value per share practical expedient.
It also limits disclosures to investments for which the entity has elected
to measure the fair value using the practical expedient. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update EITF-14B Fair Value Measurement Disclosures for Investments in
Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)
(Topic 820), which has been deleted. Effective for public business entities
for fiscal years beginning after December 15, 2015, and interim periods
within those fiscal years. For all other entities, the amendments in this
Update are effective for fiscal years beginning after December 15, 2016,
and interim periods within those fiscal years. A reporting entity should
apply the amendments retrospectively to all periods presented. The
retrospective approach requires that an investment for which fair value
is measured using the net asset value per share practical expedient be
removed from the fair value hierarchy in all periods presented in an
entity's financial statements. Earlier application is permitted.
Management is in the process of assessing the impact of this ASU on the
Company's financial statements.
On April 30, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share
(Topic 260): Effects on Historical Earnings per Units of Master Limited
Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share,
master limited partnerships (MLPs) apply the two-class method to calculate
earnings per unit (EPU) because the general partner, limited partners,
and incentive distribution rights holders each participate differently
in the distribution of available cash. When a general partner transfers
(or "drops down") net assets to a master limited partnership and that
transaction is accounted for as a transaction between entities under
common control, the statements of operations of the master limited
partnership are adjusted retrospectively to reflect the dropdown
transaction as if it occurred on the earliest date during which the
entities were under common control. The amendments in this Update specify
that for purposes of calculating historical EPU under the two-class
method, the earnings (losses) of a transferred business before the
date of a dropdown transaction should be allocated entirely to the
general partner interest, and previously reported EPU of the limited
partners would not change as a result of a dropdown transaction.
Qualitative disclosures about how the rights to the earnings (losses)
differ before and after the dropdown transaction occurs also are
required. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects
on Historical Earnings per Unit of Master Limited Partnership Dropdown
Transactions (Topic 260), which has been deleted. Effective for fiscal
years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted. The amendments in
this Update should be applied retrospectively for all financial
statements presented. Management is in the process of assessing the
impact of this ASU on the Company's financial statements.
On April 15, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-05 Intangibles
Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's
Accounting for Fees Paid in a Cloud Computing Arrangement. The objective
of the amendments in this Update is to address the concerns of
stakeholders that the lack of guidance about a customer's accounting
for fees in a cloud computing arrangement leads to unnecessary cost
and complexity when evaluating the accounting for those fees, as
well as some diversity in practice. The amendments in this Update
will help entities evaluate the accounting for fees paid by a customer
in a cloud computing arrangement by providing guidance as to whether an
arrangement includes the sale or license of software. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update 2014-230 Intangibles Goodwill and Other Internal-Use Software
(Subtopic 350-40), which has been deleted. Effective for annual periods,
including interim periods within those annual periods, beginning after
December 15, 2015. For all other entities, the amendments will be
effective for annual periods beginning after December 15, 2015, and
interim periods in annual periods beginning after December 15, 2016.
Early adoption is permitted for all entities. Management is in the
process of assessing the impact of this ASU on the Company's financial
statements.
On April 15, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-04 Compensation
Retirement Benefits (Topic 715): Practical Expedient for the Measurement
Date of an Employer's Defined Benefit Obligation and Plan Assets. The
amendments in this Update would provide a practical expedient for employers
with fiscal year-ends that do not fall on a month-end by permitting those
employers to measure defined benefit plan assets and obligations as of
the month-end that is closest to the entity's fiscal year-end. This
Accounting Standards Update is the final version of Proposed Accounting
Standards Update 2014-260 Compensation Retirement Benefits (Topic 715),
which has been deleted. Effective for public business entities for
financial statements issued for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years. For all
other entities, the amendments in this Update are effective for financial
statements issued for fiscal years beginning after December 15, 2016,
and interim periods within fiscal years beginning after December 15,
2017. Earlier application is permitted. Management is in the process
of assessing the impact of this ASU on the Company's financial
statements.
On April 7, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-03 Interest Imputation of
Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance
Costs. To simplify presentation of debt issuance costs, the amendments in
this Update would require that debt issuance costs be presented in the balance
sheet as a direct deduction from the carrying amount of debt liability,
consistent with debt discounts or premiums. The recognition and measurement
guidance for debt issuance costs would not be affected by the amendments
in this Update. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update 2014-250 Interest Imputation of
Interest (Subtopic 835-30), which has been deleted. For public business
entities, the amendments in this Update are effective for financial
statements issued for fiscal years beginning after December 15, 2015,
and interim periods within those fiscal years. For all other entities,
the amendments in this Update are effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim
periods within fiscal years beginning after December 15, 2016. Early
adoption of the amendments in this Update is permitted for financial
statements that have not been previously issued. Management is in the
process of assessing the impact of this ASU on the Company's financial
statements.
On February 18, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-02 Consolidation
(Topic 810): Amendments to the Consolidation Analysis. The amendments in
this Update affect reporting entities that are required to evaluate whether
they should consolidate certain legal entities. All legal entities are subject
to reevaluation under the revised consolidation model. Specifically, the
amendments: (1) Modify the evaluation of whether limited partnerships and
similar legal entities are variable interest entities (VIEs) or voting
interest entities; (2) Eliminate the presumption that a general partner
should consolidate a limited partnership; (3) Affect the consolidation
analysis of reporting entities that are involved with VIEs, particularly
those that have fee arrangements and related party relationships; and (4)
Provide a scope exception from consolidation guidance for reporting entities
with interests in legal entities that are required to comply with or operate
in accordance with requirements that are similar to those in Rule 2a-7 of
the Investment Company Act of 1940 for registered money market funds. This
Accounting Standards Update is the final version of Proposed Accounting
Standards Update 2011- 220 Consolidation (Topic 810), which has been
deleted. Effective for public business entities for fiscal years, and for
interim periods within those fiscal years, beginning after December 15,
2015. For all other entities, the amendments in this Update are effective
for fiscal years beginning after December 15, 2016, and for interim
periods within fiscal years beginning after December 15, 2017. Early
adoption is permitted, including adoption in an interim period. If an
entity early adopts the amendments in an interim period, any adjustments
should be reflected as of the beginning of the fiscal year that includes
that interim period. A reporting entity may apply the amendments in this
Update using a modified retrospective approach by recording a cumulative-effect
adjustment to equity as of the beginning of the fiscal year of adoption.
A reporting entity also may apply the amendments retrospectively.
Management is in the process of assessing the impact of this ASU
on the Company's financial statements.
In January 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-01 Income
Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying
Income Statement Presentation by Eliminating the Concept of Extraordinary
Items. The objective of this Update is to simplify the income statement
presentation requirements in Subtopic 225-20 by eliminating the concept
of extraordinary items. Extraordinary items are events and transactions
that are distinguished by their unusual nature and by the infrequency of
their occurrence. Eliminating the extraordinary classification simplifies
income statement presentation by altogether removing the concept of
extraordinary items from consideration. This Accounting Standards Update
is the final version of Proposed Accounting Standards Update 2014-220
Income Statement Extraordinary Items (Subtopic 225-20), which has been
deleted. Effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2015. A reporting entity
may apply the amendments prospectively. A reporting entity also may apply
the amendments retrospectively to all prior periods presented in the
financial statements. Early adoption is permitted provided that the guidance
is applied from the beginning of the fiscal year of adoption. The effective
date is the same for both public business entities and all other entities.
Management is in the process of assessing the impact of this ASU on the
Company's financial statements.
NOTE 4 STOCKHOLDERS' DEFICIT
On January 22, 2015, the Company issued 20,000,000 founders common stock
to two directors and officers. The Company is authorized to issue
100,000,000 shares of common stock and 20,000,000 shares of preferred
stock. As of June 30, 2015, 20,000,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 5 SUBSEQUENT EVENT
In expectation of a possible change in control, on July 14,
2015, subsequent to the period covered by this report, the Company
changed its name to OGL Holdings Ltd. The Company is in discussion for
such possible change in control, but no agreements have been executed.
If and when a change in control is effected, the Company will file a
Form 8-K.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OGL Holdings Ltd. was incorporated on January 12, 2015 as Red
Grotto Acquisition Corporation under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. OGL Holdings Ltd. ("OGL Holdings"
or the "Company") is a blank check company and qualifies as an
"emerging growth company" as defined in the Jumpstart Our Business
Startups Act which became law in April, 2012.
SUBSEQUENT EVENT: On July 14, 2015, subsequent to the period covered
by this report, in expectation of a possible change in control, the Company
changed its name to OGL Holdings Ltd. The Company is in discussion for such
possible change in control, but no agreements have been executed. If and
when a change in control is effected, the Company will file a Form 8-K.
Since inception OGL Holdings's operations to date of the period covered
by this report have been limited to issuing shares of common stock to its
original shareholders and filing a registration statement on Form 10 on
March 2, 2015 with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 as amended to register its class of common
stock.
OGL Holdings has no operations nor does it currently engage in any
business activities generating revenues. OGL Holdings' principal
business objective is to achieve a business combination with a target
company.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances 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 OGL Holdings will be successful in
locating or negotiating with any target company.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
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, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
As of June 30, 2015 OGL Holdings had not generated revenues and had
no income or cash flows from operations since inception. At June 30,
2015 OGL Holdings had sustained net loss of $712, and had an accumulated
deficit of $712.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of OGL Holdings
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with OGL Holdings.
Management will pay all expenses incurred by OGL Holdings until a
change in control is effected. There is no expectation of repayment
for such expenses.
The president of OGL Holdings is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
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 (who is
also the principal financial officer).
Based upon that evaluation, he 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.
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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000 as folllows:
On January 22, 2015, the Company issued the following shares of
its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
OGL HOLDINGS LTD.
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: August 5, 2015