8-K 1 form8kchgincontrologl.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 21, 2015 Date of Report (Date of Earliest Event Reported) 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 000-55387 47-3165342 (State or other (Commission File Number) (IRS Employer jurisdiction Identification No.) of incorporation) Shan Shui Commercial Building 24 Floor, Xuyi County, Jiangsu Province Huai River Town 57, China (Address of Principal Executive Offices) 0517-88655757 (Registrant's telephone number, including area code ITEM 3.02 Unregistered Sales of Equity Securities On September 22, 2015 OGL Holdings Ltd. (formerly Red Grotto Acquisition Corporation) (the "Registrant" or the "Company") 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 (discussed below), 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. ITEM 5.01 Changes in Control of Registrant On September 21, 2015, the following events occurred which resulted in a change of control of the Registrant: 1. The Registrant redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. 2. The then current officers and directors resigned. 3. New officer(s) and director(s) were appointed and elected. The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the Securities and Exchange Commission on Form 10-12G filed on March 2, 2015, as amended and supplemented by the information contained in this report. The Registrant intends to develop an organic farm in China utilizing a unique greenhouse and farming technology proprietary to the president of the Registrant. The Company anticipates offering 2,000,000 shares for public sale at an offering price $4.00 per share for the development of its ecology agriculture theme park project. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors On September 21, 2015 James M. Cassidy resigned as the Registrant's president, secretary and director and James McKillop resigned as the Registrant's vice president and director. On September 21, 2015, the following persons were elected as directors of the Registrant : Lim, Kun Lim Tian, ChunZhi Cheng, Yee Fai Fred On September 21, 2015, 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 Lim, Kun Lim serves as President, Chairman and a director of the Registrant. Mr. Lim is a citizen of Singapore. Mr. Lim graduated from Singapore National University Department of Industrial Engineering and Management. He has over 37 years in corporate planning and management. He is the current president and chairman of Singapore's Organic Company, China's Jiangsu O.G.L. Organic eco-agricultural science and technology company, and China's Wuhan eco-agricultural science and technology company. Tian, ChunZhi serves as Chief Executive Officer and a director of the Registrant. Ms. Chunzhi is a permanent resident of Singapore. Ms. Tian currently works as Chief Financial Officer of Singapore's OGL Organic Group and participated in the Group's corporate planning, financial management and daily operations. She also serves as corporate representative and director- general of China's Jiangsu,Wuhan O.G.L. Organic Company. She has over 29 years experience in finance, accounting and corporate tax management. Ms. Chunzhi graduated from Wuhan University, department of economics and management. Yee Fai Fred Cheng, PhD serves as Chief Financial Officers and a director of the Registrant. Mr. Cheng is a resident of Hong Kong. He is a certified public accountant of Hong Kong and Singapore and a chartered accountant in Canada, New Zealand and Australia. He has over 30 years experience in corporate structure, planning, accounting, taxation and corporate listing. He is currently Singapore's O.G.L. Oirganic Group Chief Financial Director who manages company finances and instructs on company roles. In 2012, he earned his PhD from York University in the United States with a major in financial and management. 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 hereunder duly authorized. OGL HOLDINGS LTD. /s/Lim, Kun Lim President Date: September 22, 2015