0001021432-15-000973.txt : 20150929 0001021432-15-000973.hdr.sgml : 20150929 20150929125149 ACCESSION NUMBER: 0001021432-15-000973 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150929 DATE AS OF CHANGE: 20150929 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OGL Holdings Ltd. CENTRAL INDEX KEY: 0001634421 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 473165342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89060 FILM NUMBER: 151129670 BUSINESS ADDRESS: STREET 1: 215 APOLENA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 BUSINESS PHONE: 949-673-4510 MAIL ADDRESS: STREET 1: 215 APOLENA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 FORMER COMPANY: FORMER CONFORMED NAME: Red Grotto Acquisition Corp DATE OF NAME CHANGE: 20150219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lim Kun Lim CENTRAL INDEX KEY: 0001654191 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: BLK 107# 12-522 STREET 2: TECK WHYE LAN CITY: SINGAPORE STATE: U0 ZIP: 680107 SC 13D 1 sc13dlimkun.txt United States Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) OGL HOLDINGS LTD. formerly RED GROTTO ACQUISITION CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) None (CUSIP Number) Lee Cassidy 215 Apolena Avenue Newport Beach, CA 92662 949-673-4510 ------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 9/22/2015 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ====================================================================== CUSIP NO. None 13D Page 2 1. Name of Reporting Persons: Lim, Kun Lim ------------------------------------------------------------------- 2. Check the appropriate box if a member of a group: (a) (b) ------------------------------------------------------------------- 3. SEC use only ------------------------------------------------------------------- 4. Sourt of Funds PF ------------------------------------------------------------------- 5. Check if disclosure of legal proceeding is required pursuant to Itmes 2(d) or 2(e) [ ] ------------------------------------------------------------------- 6. Citizenship or place of organization: Singapore ------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power: 5,202,000 shares common diretly owned 4,692,000 shares beneficially owned ------------------------------------------------------------------- 8. Shared Voting Power: None ------------------------------------------------------------------- 9. Sole Dispositive Power: 5,202,000 shares common diretly owned 4,692,000 shares beneficially owned ------------------------------------------------------------------- 10. Shared Dispositive Power: None ------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,894,000 shares common ------------------------------------------------------------------- 12. Check if The Aggregate Amount in Row 11 Excludes Certain Shares. / / [ ] ------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 49.5% (based on 20,000,000 shares outstanding) ------------------------------------------------------------------- 14. Type of Reporting Person: Individual ====================================================================== CUSIP NO. None 13D Page 3 Item 1 Security and Issuer (a) Name of Issuer: OGL Holdings Ltd. (b) Address of Issuer's Principal Executive Offices: Shan Shui Commercial Building 24 Floor, Xuyi County, Jiangsu Province Huai River Town 57, China (c) Common stock, $0.0001 par value per share ------------------------------------------------------------------- Item 2 Identity and Background (a) Name of Person Filing: Lim, Kun Lim (b) Address of Principal Business or, if none, Residence: Blk 107# 12-522 Teck Whye Lan Singapore 680107 (c) Principal occupation or employment: Businessman, president of organic eco-agricultural company. (d) During the past five years, Mr. Lim has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Lim has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Singapore ------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration On September 22, 2015, Mr. Lim received 5,202,000 shares of the issuer's restricted common stock directly from the Company at par and he is owner and controlling shareholder of 51% of Jiangsu OGL Ecological Agricultural Science and Technology Co. which received 9,200,000 shares directly from the Company at par. ------------------------------------------------------------------- Item 4. Purpose of transaction The shares were issued as part of a change in control of the Company. The Company anticipates that it will effect a business combination with a private company which will involve the issuance of shares. The anticipation of such transaction is described in the Form 8-K filed by the Company and incorporated herein by referece. ------------------------------------------------------------------- Item 5. Interest in Securities of Issuer (a) As of the filing date of the Schedule 13D, Mr. Lim (i) is the beneficial owner and (ii) has sole power to vote (iii) 9,894,000 shares ofcommon stock which represents approximately 49.5% of the 20,000,000 shares of common stock deemed to be outstanding pursuant to Rule 13d-1(j). (b) The responses to Items 7-11 of the cover page of this Schedule 13D are incorporated herein. (c) Except as set forth or incorporated herein, no other transaction in the common stock has been effected during the past 60 days. (d) Not applicable. (e) Not applicable. ------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. ------------------------------------------------------------------- Item 7. Materials to Be Filed as Exhibits Not applicable. ------------------------------------------------------------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 29, 2015 /s/ Lim, Kun Lim -------------------------------------- Lim, Kun Lim