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 September 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)
Delaware 47-3165342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Shan Shui Commercial Building
24 Floor, Xuyi County, Jiangsu Province
Huai River Town 57, China
(Address of principal executive offices) (zip code)
0517-88655757
(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
November 1, 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
Sept. 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 Sept 30, 2015 -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding as of Sept 30, 2015 2,000
Discount on Common Stock (2,000)
Additional paid-in capital 1,166
Accumulated deficit (1,166)
------------
Total stockholders' deficit -
------------
Total liabilities and stockholders'
deficit $ -
============
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
______________________________________________________________________
OGL HOLDINGS LTD.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the period from
For the three January 12, 2015
months ended (Inception) to
Sept 30, 2015 Sept 30, 2015
-------------- -----------------
Revenue $ - $ -
Cost of revenue - -
-------------- -----------------
Gross profit - -
Operating expenses 454 1,166
-------------- -----------------
Operating loss 454 1,166
Loss before income taxes 454 1,166
=============== ================
Income tax expense - -
Net loss $ 454 $ 1,166
=============== ================
Loss per share -
basic and diluted $ (0.00) $ (0.00)
=============== ================
Weighted average shares-
basic and diluted 19,785,714 19,159,004
-------------- -----------------
The accompanying notes are an integral part of these unaudited condensed
financial statements.
3
______________________________________________________________________
OGL HOLDINGS LTD.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the period from
January 12, 2015
(Inception) to
Sept. 30, 2015
--------------
OPERATING ACTIVITIES
Net loss $ (1,166)
-------------
Non-cash adjustments to reconcile net loss to
net cash:
Expenses paid for by stockholder and
contributed as capital 1,166
-------------
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
--------------------------------------------------------------------
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.
On September 22, 2015 OGL Holdings Ltd. (formerly Red Grotto Acquisition
Corporation) issued shares of its common stock pursuant to Section 4(2) of
the Securities Act of 1933 at par representing 97.5% of the total outstanding
20,000,000 shares of common stock as follows:
Lim, Kun Lim 5,202,000
Tian, ChunZhi 4,998,000
Jiangsu O.G.L. Ecological
Agriculture Science and
Technology Co., Ltd. 9,200,000
SG Resources Inc. 100,000
With the issuance of the stock and the redemption of 19,500,000 shares of
stock, the Company effected a change in its control and the new majority
shareholder(s) elected new management of the Company. The Company may
develop its business plan by future acquisitions or mergers but no agreements
have been reached regarding any acquisition or other business combination.
If the Company makes any acquisitions, mergers or other business combination,
the Company will file a Form 8-K but until such time the Company remains a
shell company.
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 Form 10-12G/A filed with the SEC on April 17,
2015. The results for the three months ended September 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 September 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 September 30,
2015.
5
______________________________________________________________________
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 September 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
September 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 $1,166 from inception (January 12,
2015) to September 30, 2015. The Company had no working capital and an
accumulated deficit of $1,166 as of September 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
______________________________________________________________________
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.
On September 21, 2015, the Company effected a change in control by
the redemption of 19,500,000 shares of the outstanding 20,000,000
shares of common stock. On September 22, 2015, the Company issued
19,500,000 shares of common stock to Kun Lim Lim, Chunzhi Tian, Jiangsu
O.G.L. Ecological Agriculture Science and Technology Co., Ltd.
and SG Resources, Inc.
As of September 30, 2015, 20,000,000 shares of common stock and no
preferred stock were issued and outstanding.
7
______________________________________________________________________
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.
On September 21, 2015 the Company effected a change in control
by the redemption of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock and the issuance of 19,500,000
shares of common stock to the following:
Lim, Kun Lim 5,202,000
Tian, ChunZhi 4,998,000
Jiangsu O.G.L. Ecological
Agriculture Science and
Technology Co., Ltd. 9,200,000
SG Resources Inc. 100,000
Lim, Kun Lim and Tien, ChunZhi are the major shareholders of
Jiangsu O.G.L. Ecological Agriculture Science and Technology Co., Ltd.
SG Resources Inc. is receiving 100,000 shares for going public
consultation and coordination of the Company's future listing.
Messrs. James Cassidy and James McKillop, the then officers and
directors of the Company resigned.
The following persons were elected as directors of the Company:
Lim, Kun Lim
Tian, ChunZhi
Cheng, Yee Fai Fred
and the following persons were appointed to serve in the offices
appearing next to their name:
Lim, Kun Lim Chairman and President
Tian, ChunZhi Chief Executive Officer
Cheng, Yee Fai Fred Chief Financial Officer
On July 14, 2015, in expectation of the change in control,
the Company changed its name to OGL Holdings Ltd.
The Company anticipates that it will effect its business plan
through company development or through executing a business combination
with an existing company. The Company intends to design, build and manage
an ecological theme park showcasing agriculturally advanced technologies
and to produce organic agricultural food utilizing such technology for
efficient and non-destructive production.
Rapid growth, ecological ignorance, and corporate indifference are
things that the Company believes have contributed to the major pollution
situation facing China. The Company believes that China is just beginning
to develop environmental and ecological programs and the Company intends to
help educate and advance these new programs. The agricultural theme park
will provide visitors fun attractions and exhibitions including hand picking
fruit, seeing high-tech green house cultivation as well as balloon rides and
theme park type amusements. The park will provide visitors the opportunity
to see the layout and operation of a high-tech smart greenhouse for organic
plant cultivation and then use these models for their farms and greenhouses.
The Company is in the process of preparing a registration statement
on Form S-1 for the sale of 1,222,000 shares of common stock owned by
certain shareholders.
Since inception the Company's operations to date of the period
covered by this report have been limited to issuing shares of common
stock, 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, and
preparing a registration on Form S-1 pursuant to the Securities Act of 1933.
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 most likely target is Jiangsu Organic Ecological Agriculture
Polytron Technologies Inc., an operating Chinese company which owns
several operating greenhouses. This private company is owned by the
president of the Company. The Company is in negotiations and discussions
regarding any such combination and the form that any such combination
should take.
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 the Company will be successful in
negotiating with the target company.
The Company believes that the benefits of being a public company
that it can offer to a target company 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.
As of September 30, 2015 the Company had not generated revenues and
had no income or cash flows from operations since inception. For the
nine months ended September 30, 2015 the Company had sustained net loss
of $1,166 and had an accumulated deficit of $1,166.
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 the Company 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 the Company.
Former management paid all expenses incurred by the Company
until the change in control. There is no expectation of repayment for
such expenses. New management intends to continue to pay the
expenses of the Company until such time as it has revenues or
operations and can pay such expenses.
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 not 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 21,222,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
as folllows:
On January 22, 2015, the Company issued the 10,000,000 shares to
each of James Cassidy and James McKillop of which an aggregate of
19,500,000 shares were redeemed on September 21, 2015.
On September 22, 2015, the Company issued 19,500,000 as
follows:
Lim, Kun Lim 5,202,000
Tian, ChunZhi 4,998,000
Jiangsu O.G.L. Ecological
Agriculture Science and
Technology Co., Ltd. 9,200,000
SG Resources Inc. 100,000
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/ Lim, Kun Lim
President
Dated: November 20, 2015