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
June 1, 2015
Date of Report
(Date of Earliest Event Reported)
BLACK GROTTO ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-55385 47-3150674
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
9454 Wilshire Boulevard
Suite 610
Beverly Hills, California 9021
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
011 6012-3911706
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On June 2, 2015 Black Grotto Acquisition Corporation (the "Registrant" or
the Company") issued 4,500,000 shares of its common stock pursuant to Section
4(2) of the Securities Act of 1933 at par representing 90% of the total
outstanding 5,000,000 shares of common stock as follows:
Low Koon Poh 700,000
Willy Chan Foo Weng 700,000
Chew Wei Kiat 100,000
Shin Jong Dae 390,000
Kim Sung Su 1,200,000
Kim Chang Young 300,000
Son Young Ho 300,000
Kim Jeong Geon 60,000
Thor Seng Wah 750,000
With the issuance of the 4,500,000 shares of 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. The Company changed its name as part of the change in
control. 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 June 1, 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 3, 2015 and amended April 17, 2015 and as supplemented by the
information contained in this report.
The Registrant anticipates that it will effect its business plan
through company development or through executing a business combination
with an existing company. The Registrant intends to manufacture smart
glass using patented technologies and to market such smart glass on a
global basis.
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors
On June 1, 2015, James M. Cassidy resigned as the Registrant's president,
secretary and director.
On June 1, 2015, James McKillop resigned as the Registrant's vice
president and director.
On June 1, 2015, Low Koon Poh was named sole director of the Registrant.
On June 1, 2015, Low Koon Poh was appointed to the offices of President,
Secretary and Treasurer of the Registrant.
Low Koon Poh serves as the sole director and officer of the Registrant.
Mr. Low is a certified accountant. From January 2013 to the present, Mr. Low
as served as a director of KLM Corporate Services and since January 2009 to the
present, Mr. Low has been the sole proprietor of KL Management Services located
in Malaysia. Since 1997, Mr. Low has been a member of the Association of
Chartered Certified Accountants and since 1998 a member of the Malaysian
Institute of Accountants.
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.
BLACK GROTTO ACQUISITION CORPORATION
Date: June 2, 2015 /s/ Low Kooh Poh
President
