Glow Holdings plans $350K stock offering

Glow Holdings, Inc. (GLOH) plans a Regulation A Tier 1 offering of 35,000,000 shares of common stock at $0.01 per share, for an aggregate offering price of $350,000, all on behalf of the issuer, with estimated net proceeds of $305,000.

Rhea-AI Filing Summary

Glow Holdings, Inc. (GLOH) plans a Regulation A Tier 1 offering of 35,000,000 shares of common stock at $0.01 per share, for an aggregate offering price of $350,000, all on behalf of the issuer, with estimated net proceeds of $305,000.

The Nevada-based prepackaged software company reports total assets of $7,500,000, total liabilities of $20,178 and stockholders’ equity of $7,479,822. Recent results show revenue of $458,318 and net income of $117,905, or $0.05 basic and diluted EPS, with 40,123,783 common shares outstanding trading on OTC Markets under GLOH.

Within the past year, Glow issued 38,200,000 unregistered common shares for aggregate consideration of approximately $8,400,000, including $7,500,000 of technology and intellectual property assets and 36,000,000 shares as equity compensation under an executive employment agreement.

Filing Explained

The Form 1-A describes a proposed Tier 1 offering of 35,000,000 common shares, not a reported issuance; if completed, adding those shares to the 40,123,783 outstanding would dilute existing holders’ percentage ownership.

Key Figures

Offering size: 35,000,000 shares of common stock Price per security: $0.01 per share Aggregate offering price: $350,000 +5 more

8 metrics

Offering size 35,000,000 shares of common stock Regulation A Tier 1 offering

Price per security $0.01 per share Regulation A common stock offering

Aggregate offering price $350,000 Portion attributable to securities offered on behalf of the issuer

Estimated net proceeds $305,000 Net proceeds to Glow Holdings from the offering

Total assets $7,500,000 Balance sheet total assets

Net income $117,905 Most recent period reported

Earnings per share $0.05 basic and diluted Most recent period reported

Common shares outstanding 40,123,783 shares Common equity units outstanding

Key Terms

Regulation A, Tier 1 offering, aggregate offering price, Blue Sky Compliance, +1 more

5 terms

Regulation A regulatory

"FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

Tier 1 offering regulatory

"Check the appropriate box to indicate whether you are conducting a Tier 1"

aggregate offering price financial

"definition of "aggregate offering price" or "aggregate sales" as used in this item"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Blue Sky Compliance regulatory

"Blue Sky Compliance - Fees | $ 1000.00"

unregistered securities regulatory

"Unregistered Securities Issued or Sold Within One Year"

Offering Details

Regulation A Tier 1

Offering

Offering Type Regulation A Tier 1

Use of Proceeds Estimated net proceeds to the issuer are $305,000.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Glow Holdings, Inc. (GLOH) offering in this Regulation A filing?

Glow Holdings is offering 35,000,000 shares of common stock at $0.01 per share under a Regulation A Tier 1 offering, for an aggregate offering price of $350,000, all on behalf of the issuer.

How much does Glow Holdings (GLOH) expect in net proceeds from this offering?

The company estimates net proceeds of $305,000 from the Regulation A Tier 1 offering, after paying offering-related fees including $7,500 for accounting/audit, $2,500 for legal, and $1,000 for Blue Sky compliance.

What are the recent financial results disclosed by Glow Holdings (GLOH)?

Glow Holdings reports total revenues of $458,318 and net income of $117,905, resulting in $0.05 basic and diluted earnings per share. Total assets are $7,500,000 and total liabilities are $20,178.

How many Glow Holdings (GLOH) shares are currently outstanding?

The company reports 40,123,783 shares of common stock outstanding, trading on OTC Markets under the symbol GLOH. It also has 700,000 shares of Series B Preferred Stock outstanding.

What unregistered securities has Glow Holdings (GLOH) issued in the past year?

Glow issued 38,200,000 unregistered common shares for aggregate consideration of approximately $8,400,000, including $7,500,000 of technology and intellectual property assets and 36,000,000 shares as equity compensation to an executive.

Does Glow Holdings (GLOH) have any long-term debt?

The company reports long term debt of $0. Its liabilities consist mainly of accounts payable and accrued liabilities of $178, with total liabilities of $20,178.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 03:07 PM Accepted by SEC EDGAR 09/10/2026 - 03:06 PM Learn about SEC filing dates

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Form 1-A Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933	OMB APPROVAL
FORM 1-A		OMB Number: 3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001114859
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	Glow Holdings, Inc.
Jurisdiction of Incorporation / Organization	NEVADA
Year of Incorporation	1997
CIK	0001114859
Primary Standard Industrial Classification Code	SERVICES-PREPACKAGED SOFTWARE
I.R.S. Employer Identification Number	86-0889110
Total number of full-time employees	0
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	732 S 6TH STREET
Address 2	SUITE R
City	LAS VEGAS
State/Country	NEVADA
Mailing Zip/ Postal Code	89101
Phone	432-200-4958

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Clifford J. Hunt, Esq.
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 0.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 0.00
Property and Equipment	$
Total Assets	$ 7500000.00
Accounts Payable and Accrued Liabilities	$ 178.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 0.00
Total Liabilities	$ 20178.00
Total Stockholders' Equity	$ 7479822.00
Total Liabilities and Equity	$ 7500000.00

Statement of Comprehensive Income Information

Total Revenues	$ 458318.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 434163.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ 117905.00
Earnings Per Share - Basic	$ 0.05
Earnings Per Share - Diluted	$ 0.05

Name of Auditor (if any) Aloba, Awomolo & Partners

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common Stock
Common Equity Units Outstanding	40123783
Common Equity CUSIP (if any):	37988R207
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTC Markets / GLOH

Preferred Equity

Preferred Equity Name of Class (if any)	Series B Preferred Stock
Preferred Equity Units Outstanding	700000
Preferred Equity CUSIP (if any)	00000None
Preferred Equity Name of Trading Center or Quotation Medium (if any)	N/A

Debt Securities

Debt Securities Name of Class (if any)	N/A
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):	00000None
Debt Securities Name of Trading Center or Quotation Medium (if any)	N/A

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited	Unaudited Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Equity (common or preferred stock)

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	Yes No
Does the issuer intend this offering to last more than one year?	Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	Yes No
Will the issuer be conducting a best efforts offering?	Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	Yes No
Number of securities offered	35000000
Number of securities of that class outstanding	40123783

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 0.0100
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 350000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 350000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Accounting or Audit - Name of Service Provider	Aloba, Awomolo & Partners	Accounting or Audit - Fees	$ 7500.00
Legal - Name of Service Provider	Clifford J. Hunt, Esq.	Legal - Fees	$ 2500.00
Promoters - Name of Service Provider		Promoters - Fees	$
Blue Sky Compliance - Name of Service Provider	Clifford J. Hunt, Esq.	Blue Sky Compliance - Fees	$ 1000.00
CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer	$ 305000.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions DELAWARE

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None

Same as the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer	Glow Holdings, Inc.
(b)(1) Title of securities issued	Common Stock, par value $0.001 per share.
(2) Total Amount of such securities issued	38200000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	Aggregate consideration was approximately $8,400,000, consisting of: (i) approximately $225,000 of services for the 60,000 shares issued to Bengala Technologies LLC; (ii) satisfaction of a $300,000 promissory note for the 90,000 shares issued to TeleCare Home Health LLC; (iii) $15,000 in cash for the 50,000 shares issued to Killuminati Investments LLC; (iv) technology and intellectual property assets valued by the Company at $7,500,000 for the 2,000,000 shares issued to Ana Teresa Lopez; and (v) equity compensation valued at $360,000, based on $0.01 per share, for the 36,000,000 shares issued to Daniela Carolina Mujica Chacon pursuant to her Executive Employment Agreement.
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption Section 4(a)(2) of the Securities Act. The securities were issued in private transactions not involving a public offering or general solicitation. The securities issued were restricted securities.