Form 10-12B TRANS GLOBAL GROUP, INC. – StreetInsider.com



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File No.                      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934

 

TRANS GLOBAL GROUP, INC.

(Exact name of Registrant as specified in its
charter)

Delaware   88-0298190

(State or other jurisdiction of
incorporation
or organization)

 

(I.R.S. employer
identification number)

     

Unit 5B Block 5 Zhonghai Rihui Terrace

Bantian Street

Shenzhen, China

  518000
(Address of principal executive offices)   (Zip Code)

 

+86 13823383535

(Registrant’s telephone number, including
area code)

 

Securities to be registered pursuant to Section 12(b)
of the Act:

Title
of Each Class to be so Registered

 

Name
of Each Exchange on which
Each Class is to be Registered

Common Stock, par value $.0001 per share   OTC

 

Securities to be registered pursuant to Section 12(g) of the
Act:

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

 

TRANS GLOBAL GROUP, INC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

EXPLANATORY NOTE

You should rely only on the
information contained in this General Form for Registration of Securities on Form 10 (the “Registration Statement”) or to
which we have referred you.  We have not authorized anyone to provide you with information that is different.  You should assume
that the information contained in this document is accurate as of the date of this Registration Statement only.

On the date of effectiveness
of this Registration Statement we will become subject to the requirements of Regulation 13(a) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and will be required to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
and Current Reports on Form 8-K, and will be required to comply with all other obligations of the Exchange Act applicable to issuers filing
registration statements pursuant to Section 12(g) of the Exchange Act. the company maintains no website.

As used in this Registration
Statement, unless the context otherwise requires the terms “we,” “us,” “our,” and the “Company”
refer to Trans Global Group, Inc., a Delaware corporation, and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information (other than historical
facts) set forth in this Registration Statement contains forward-looking statements within the meaning of the Federal Securities Laws,
which involve a number of risks and uncertainties that could cause our actual results to differ materially from those reflected in the
forward-looking statements.  Forward-looking statements generally can be identified by use of the words “expect,” “should,”
“intend,” “anticipate,” “will,” “project,” “may,” “might,” potential”
or “continue” and other similar terms or variations of them or similar terminology.  Such forward-looking statements
are included under Item 1.  “Business” and Item 2.  “Financial Information – Management’s Discussion
and Analysis of Financial Condition and Results of Operations”.  The Company cautions readers that any forward-looking information
is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information.
Such statements reflect the current views of our management with respect to our operations, results of operations and future financial
performance. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company’s control. 
Among the more significant risks are:

We have no current business operations and have no assets.
Unless we obtain additional capital or acquire an operating company, the Company will not be able to undertake significant business activities.
The Company’s business plan contemplates that it will
acquire an operating company in exchange for the majority of its common stock. If that occurs, management will determine the nature of
the company that is acquired. Investors in the Company will have to rely on the business acumen of management in determining that the
acquisition is in the best interest of the Company. If management lacks sufficient skill to operate successfully, the Company’s
shares may lose value.

We caution you that the foregoing
list of important factors is not exclusive. The forward-looking statements are based on our beliefs, assumptions and expectations
of future performance, taking into account the information currently available to us. These statements are only predictions based upon
our current expectations and projections about future events. There are important factors that could cause our actual results, level of
activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed
or implied by the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge
from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements we may make. Before investing in our common stock, investors should be aware that the occurrence of the events
described under the caption “Risk Factors” and elsewhere in this Registration Statement could have a material adverse effect
on our business, results of operations and financial condition.

You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the
forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to publicly update any forward-looking
statements for any reason after the date of this Registration Statement to conform these statements to actual results or to changes in
our expectations.

Item 1. Business

 

General Background of the Company

Trans Global Group, Inc. (the
“Company”) was originally incorporated in Colorado on April 2, 1979 as Teletek, Inc. On April 9, 1993, the Company effected
a merger with a newly formed wholly-owned subsidiary (formed March 17, 1993) for the primary purpose of changing its domicile to Nevada. 
On October, 2007, the Company changed its name to Trans Global Group, Inc. The Company reincorporated to Florida from March 2014, through
September 2017, and changed its name to Cannabis Consortium, Inc. in September 2017. On September 18, 2017, the Company filed with the
State of Delaware to move the Company’s State of domicile from Florida to Delaware. On September 19, 2017, the Company filed conversion
documents with the State of Florida moving its domicile to Delaware. In connection with the change in domicile, the Company changed its
name from Cannabis Consortium, Inc. back to Trans Global Group, Inc.

From inception through 1996,
the Company was engaged in various facets of the telecommunications industry, including providing long-distance telecommunications services,
consisting primarily of direct dial international long-distance telephone transmissions from the United States for commercial customers.
In 1996, the Company ceased telecommunications operations.

In 2007, the Company changed
management and began seeking new partners or new business ventures.

The Company acquired Ecosafe
Insulation of Florida, LLC in October of 2009. Ecosafe had entered into an agreement to acquire Ecosafe Foam from American Green Group,
Inc. The Company elected to not complete that acquisition and in April 2010, acquired two other entities All Weather Insulation, Inc,
which was in the business of building spray and injection foam rigs and trailers for the spray and injection foam insulation industry,
and Kazore Holdings, Inc., which was in the business of providing conceptual design, custom programming, SEO, campaign management, printing,
iPhone application development, email marketing, SMS text marketing and many other marketing strategies both on and off line. On February
3, 2011, the Company entered into a rescission agreement with Kazore Holdings, Inc. dba Full Spectrum Media, effective as of December
31, 2010. On March 31, 2011 the Company entered into a rescission agreement with All Weather Insulation, Inc.

On April 1, 2011 the Company
purchased the assets and liabilities of FederaLED, LLC, which was in the business of providing cost-effective Light Emitting Diode lighting
technology, with a primary focus on the government markets. By September 2017, FederaLED was no longer an active part of the Company,
and the domain names were sold off in 2014.

On January 9, 2012 the Company acquired VersaGreen
Energy Corporation, which was engaged in the General Construction, Renewable and Solar Energy sector.

During June 2014 the Company
entered into two more Share Exchange Agreements one with International Green Building Group, Inc., and the other with Red Fox Bonding,
LLC. The closing that took place with International Green Building Group, Inc. was rescinded as of December 31, 2014.

In January 2016, the Company
entered into consulting agreements to provide consulting services such as strategic planning and investor relations and to oversee and
manage communication and filings for the three (3) companies. In February 2016, the Company rescinded its consulting agreements citing
a change in the Company’s direction.

On February 19, 2016, the Company decided that
the Company would need to reverse merge a company with audited financials in order to instill market value into the Company, and on October
5, 2016 control of the Issuer was assumed by Baron Capital Enterprise. On April 21, 2017 control of the Issuer was transferred to the
then CEO Matthew Dwyer.

On September 19, 2017, International
Green Group, Inc. (formerly known as Rollings.Com, Inc., a subsidiary acquired in November 3, 2010), became Cannabis Consortium, Inc.
On January 18, 2017 the Company completed an assignment with Bahamas Development Corporation whereby the two companies exchanged 1,214,000
shares of Cannabis Consortium for 1,214,000 of Bahamas Development Corporation. As a result of the transaction Cannabis Consortium become
majority owned by Bahamas Development Corporation. Cannabis Consortium granted the Company exclusive marketing rights to a list of named
products through a master distributorship agreement.

In May 2018, the Company elected
to expand its business development activities and pursue a new line of products which are edible sauces that can be infused with THC and/or
CBD. Through 2019, the Company had two different businesses 1) is a plastic manufacturer of its device(s) which can be shipped worldwide
and have numerous applications, 2) is the creation of a line of edible sauces that can be infused with CBD and/or THC giving each sauce
flavor three product lines.

In November 2019, the Company and Integrated Cannabis
Solutions, Inc. began discussions for the sale of certain of the Company’s IP assets. On April 12, 2019 TGGI, IGPK, and the Seller
reached an understanding whereby the attempted acquisition was unsuccessful. The final transaction did not take place and no monies exchanged
hands.

The Company was formed as
an investment company planning to acquire companies in Liquor Industry in China.

The
Company can currently be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger
or acquisition with a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues in exchange for its securities. The Company has no particular acquisitions in mind and has not currently
entered into any negotiations regarding such an acquisition. The Company’s officer and director has not engaged in any preliminary contact
or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company
and such other company as of the date hereof.

Business Objectives
of the Company

 

Since
April 30, 2021, current management (which includes possible participation by our majority shareholder) has determined to direct its efforts
and limited resources to pursue potential new business opportunities. The Company does not intend to limit itself to a particular industry
and has not established any particular criteria upon which it shall consider a business opportunity.

The
Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange Act. The
Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a
business venture of virtually any kind or nature and we have not established any particular criteria upon which we consider a business
opportunity. This discussion of the proposed business herein is purposefully general and is not meant to be restrictive of the Company’s
virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able
to participate in only one potential business venture because the Company has nominal assets and limited financial resources. 

Management of the Company,
which may also include the majority shareholder of the Company (“Management”) would have substantial flexibility in identifying
and selecting a prospective new business opportunity. The Company is dependent on the judgment of its management in connection with this
process. There are many criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business
opportunity, management may be expected to conduct a due diligence review. A business combination may involve a company which may be financially
unstable or in its early stages of development or growth. In evaluating a prospective business opportunity, we would consider, among other
factors, the following:

costs associated with pursuing a new business opportunity;
the growth potential of the new business opportunity;
experiences, skills and availability of additional personnel
necessary to pursue a potential new business opportunity;
necessary capital requirements;
the competitive position of the new business opportunity;
stage of business development;
the market acceptance of the potential products and services;
proprietary features and degree of intellectual property;
and
the regulatory environment that may be applicable to any prospective
business opportunity.

The foregoing criteria are
not intended to be exhaustive and there may be other criteria that Management may deem relevant. In connection with an evaluation of a
prospective or potential business opportunity, Management may be expected to conduct a due diligence review.

The time and costs required
to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents
for filing pursuant to applicable securities laws, can not be ascertained with any degree of certainty.

Management intends to devote
such time as it deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new
potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the
amount of time that our Management will devote to the Company’s plan of operation.

Prospective
investors in the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of the one
or more business combinations that we may undertake. A business combination may involve the acquisition of or merger with a company which
needs to raise substantial additional capital by means of being a publicly trading company, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself. These include time delays, significant expense, voting control issues and compliance
with various federal and state securities laws. 

The Company intends to conduct
its activities to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.

We voluntarily filed the registration
statement on Form 10 to make information concerning ourselves more readily available to the public and to become eligible for listing
on the OTCQB market sponsored by OTC Markets. Management believes that being a reporting company under the Securities Exchange Act will
enhance our efforts to acquire or merge with an operating business.

As a result of our registration
with the SEC, we will be obligated to file interim and periodic reports including an annual report with audited financial statements.
This obligation will substantially increase the expenses incurred by the Company.

Any company that is merged
into or acquired by us will become subject to the same reporting requirements as we. Thus, if we successfully complete an acquisition
or merger, the acquired entity must have audited financial statements for at least the two most recent fiscal years, or if the acquired
company has been in business for less than two years, audited financial statements must be available from its inception. This requirement
limits our possible acquisitions or merger opportunities because many private companies either do not have audited financial statements
or are unable to produce audited statements without long delay and substantial expense.

The
Company’s common stock is subject to quotation on the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”)
under the symbol TGGI. There is currently only a limited trading market in the Company’s shares, nor do we believe that any active
trading market has existed for approximately the last five years. There can be no assurance that there will be an active trading market
for our securities following the effective date of this Registration Statement under the Securities Exchange Act of 1934, as amended (“Exchange
Act”). In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common
stock, whether the trading market will provide liquidity to investors, or whether any trading market will be sustained.

General Overview

 

Competition.

In identifying,
evaluating, and selecting a target business, we expect to encounter intense competition from other entities having a business objective
similar to ours. The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities.
There are many established venture capital and equity financial concerns which have significantly greater financial, personnel resources
and technical expertise than the Company. In view of the Company’s combined extremely limited financial resources and limited management
availability, the Company will continue to be at a significant competitive disadvantage compared to the Company’s competitors. Many
of these entities are well established and have extensive experience identifying and effecting business combinations, either directly
or through affiliates. Many if not virtually most of these competitors possess far greater financial, human, and other resources compared
to our resources. While we believe that there are numerous potential target businesses that we may identify, our ability to compete in
acquiring certain of the more desirable target businesses will be limited by our limited financial and human resources. Our inherent competitive
limitations are expected by management to give others an advantage in pursuing the acquisition of a target business that we may identify
and seek to pursue. Further, any of these limitations may place us at a competitive disadvantage in successfully negotiating a business
combination. Management believes that our status as a reporting public entity with potential access to the United States public equity
markets may give us a competitive advantage over certain privately held entities having a similar business objective in acquiring a desirable
target business with growth potential on favorable terms.

If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from existing competitors of the
business we acquire. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number
of competitors, including those with far greater financial, marketing, technical and other resources than the initial competitors in the
industry in which we seek to operate. The degree of competition characterizing the industry of any prospective target business cannot
presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively,
especially to the extent that the target business is in a high-growth industry.

Employees

As of September 16, 2021, we employed a total of
0 full-time employees and 1 consultant. None of our employees are covered by a collective bargaining agreement. The
need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in
specific business opportunities.

 

Conflicts of Interest.

The
Company’s management is not required to commit its full time to the Company’s affairs. As a result, pursuing new business
opportunities may require a longer period of time than if management would devote full time to the Company’s affairs. Management
is not precluded from serving as an officer or director of any other entity that is engaged in business activities similar to those of
the Company. Management has not identified and is not currently negotiating a new business opportunity for us. In the future, management
may become associated or affiliated with entities engaged in business activities similar to those we intend to conduct. In such event,
management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In the
event that the Company’s management has multiple business affiliations, our management may have legal obligations to present certain
business opportunities to multiple entities. In the event that a conflict of interest shall arise, management will consider factors such
as reporting status, availability of audited financial statements, current capitalization, and the laws of jurisdictions. If several business
opportunities or operating entities approach management with respect to a business combination, management will consider the foregoing
factors as well as the preferences of the management of the operating company. However, management will act in what we believe will be
in the best interests of the shareholders of the Company. The Company shall not enter into a transaction with a target business that is
affiliated with management.

 

Item 1A: Risk Factors

As a smaller reporting company,
as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by Item 304 of Regulation S-K.

RISK FACTORS

The
statements contained in or incorporated into this Form 10 that are not historic facts are forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking
statements. If any of the following risks actually occurs, our business, financial condition, or results of operations could be harmed.

Risks Related
to Our Operations 

 

Covid 19.

The
coronavirus disease (COVID-19) pandemic has adversely affected, and other events (such as a significant outbreak of variations thereof
or other infectious diseases could adversely affect), the economies and financial markets worldwide, and the business of any potential
target business with which we consummate an initial business combination could be materially and adversely affected. Furthermore, we may
be unable to complete an initial business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability
to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate
and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for an initial business combination will
depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If
the disruptions posed by COVID-19 continue for an extensive period of time, our ability to consummate an initial business combination,
or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely
affected. In addition, our ability to consummate a transaction may be dependent on our ability to raise additional equity and debt financing
which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in
third-party financing being unavailable on terms acceptable to us or at all.

The Company has
not identified a target business.

The
Company’s effort in identifying a prospective target business will not be limited to a particular industry and the Company may ultimately
acquire a business in any industry management deems appropriate. The Company currently has not selected any target business on which to
concentrate our search for a business combination. While the Company intends to focus on target businesses in the United States, we are
not limited to United States entities and may consummate a business combination with a target business outside of the United States. Accordingly,
there is no basis for investors in the Company’s common stock to evaluate the possible merits or risks of the target business or
the particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable
company or an entity in its early stage of development or growth, including entities without established records of sales or earnings,
we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging
growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high
level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of risk frequently
characterizes many industries which experience rapid growth. In addition, although the Company’s management will endeavor to evaluate
the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

Sources of target
businesses.

Management
anticipates that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers,
investment bankers, venture capitalists, bankers, and other members of the financial community, who may present solicited or unsolicited
proposals. Management may also bring to our attention target business candidates. While we do not presently anticipate engaging the services
of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which
event we may pay a finder’s fee or other compensation in connection with a business combination. In no event, however, will we pay
management any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of
a business combination.

Selection of a
target business and structuring of a business combination.

In
evaluating a prospective target business, management will consider, among other factors, the following:

financial condition and results of operation of the target company;
growth potential;
experience and skill of management and availability of additional personnel;
capital requirements;
competitive position;
stage of development of the products, processes, or services;
degree of current or potential market acceptance of the products, processes, or services;
proprietary features and degree of intellectual property or other protection of the products, processes,
or services;
regulatory environment of the industry; and
costs associated with effecting the business combination.

These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based,
to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business
combination consistent with our business objective. In evaluating a prospective target business, we will conduct a due diligence review
which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial
and other information which will be made available to us.

We
will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target business and both
companies’ shareholders. However, there can be no assurance that the Internal Revenue Service or applicable state tax authorities
will necessarily agree with the tax treatment of any business combination we consummate.

The
time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently
be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will result in a loss to us.

 

 

Future acquisitions could prove difficult
to integrate, disrupt our business, dilute stockholder value and strain our resources. 

In
the future, acquire additional businesses that we believe could complement or expand our business or increase our customer base. Whether
we realize the anticipated benefits from these acquisitions and related activities depends, in part, upon our ability to integrate the
operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management
team and other personnel of the acquired operations. Integrating the operations of acquired businesses successfully or otherwise realizing
any of the anticipated benefits of acquisitions, including anticipated cost savings and additional revenue opportunities, involves a number
of potential challenges. The failure to meet these integration challenges could seriously harm our financial condition and results of
operations. Realizing the benefits of acquisitions depends in part on the integration of operations and personnel. These integration activities
are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected costs, including:

our inability to achieve the operating synergies anticipated
in the acquisitions;
diversion of management attention from ongoing business concerns to integration matters; 
difficulties in consolidating and rationalizing IT platforms and administrative infrastructures; 
complexities associated with managing the geographic separation of the combined businesses and consolidating
multiple physical locations where management may determine consolidation is desirable; 
difficulties in integrating personnel from different corporate cultures while maintaining focus on providing
consistent, high quality customer service; 
possible cash flow interruption or loss of revenue as a result of change of ownership transitional matters;
and 
inability to generate sufficient revenue to offset acquisition costs. 

Acquired
businesses may have liabilities or adverse operating issues that we fail to discover through due diligence prior to the acquisition, including
cyber and other security vulnerabilities. In particular, to the extent that prior owners of any acquired businesses or properties failed
to comply with or otherwise violated applicable laws or regulations, or failed to fulfill their contractual obligations to the U.S. Government
or other customers, we, as the successor owner, may be financially responsible for these violations and failures and may suffer reputational
harm or otherwise be adversely affected. Acquisitions also frequently result in the recording of goodwill and other intangible assets
that are subject to potential impairment in the future that could harm our financial results. In addition, if we finance acquisitions
by issuing debt or equity securities, our existing stockholders may be diluted, which could affect the market price of our stock. Acquisitions
and/or the related equity financings could also impact our ability to utilize our NOL carryforwards. As a result, if we fail to properly
evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in
excess of what we anticipate. Acquisitions frequently involve benefits related to integration of operations. The failure to successfully
integrate the operations or to otherwise realize any of the anticipated benefits of the acquisition could seriously harm our financial
condition and results of operations. While we believe that we have established appropriate and adequate procedures and processes to mitigate
these risks, there is no assurance that these transactions will be successful. 

We
also evaluate from time to time the potential disposition of assets or business that may no longer meet our growth, return and/or strategic
objectives. Divestitures have inherent risks, including the possibility that any anticipated sale will be delayed or will not occur, the
potential failure to realize the perceived strategic or financial merits of the divestment, difficulties in the separation of operations,
services, information technology, products and personnel, unexpected costs associated with such separation, diversion of management’s
attention from other business concerns and potential post-closing claims for alleged breaches of related agreements, indemnification or
other disputes. A failure to successfully complete a disposition or to otherwise realize any of the anticipated benefits of a disposition
could seriously harm our financial condition and results of operations. 

If we are unable to manage our growth, our
business and financial results could suffer. 

Sustaining
our growth has placed significant demands on our management, as well as on our administrative, operational and financial resources. For
us to continue to manage our growth, we must continue to improve our operational, financial and management information systems and expand,
motivate and manage our workforce. Additionally, our future financial results depend in part on our ability to profitably manage our growth
on a combined basis with the businesses we have acquired and those we may acquire in the future. If we are unable to manage our growth
while maintaining our quality of service and profit margins, or if new systems that we implement to assist in managing our growth do not
produce the expected benefits, our business, prospects, financial condition or operating results could be adversely affected. 

 

Probable lack of
business diversification.

While
we may seek to effect business combinations with more than one target business, it is more probable that we will only have the ability
to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent upon the future
performance of a single business. Unlike other entities which may have the resources to complete several business combinations with entities
operating in multiple industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a
single entity, our lack of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all of
which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination
and result in our dependency upon the development or market acceptance of a single or limited number of products, processes, or services.

Limited ability
to evaluate the target business’ management.

We
cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure
you that the future management will have the necessary skills, qualifications, or abilities to manage a public company intending to embark
on a program of business development. Furthermore, the future role of our director, if any, in the target business cannot presently be
stated with any certainty.

While
it is possible that our director will remain associated in some capacity with the Company following a business combination, it is unlikely
that she will devote her full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director
will have significant experience or knowledge relating to the operations of the particular target business.

Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot
assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge,
or experience necessary to enhance the incumbent management.

Our auditors have
expressed substantial doubt about our ability to continue as a going concern.

Our
audited financial statements for the years ended December 31, 2020 and 2019, were prepared using the assumption that we will continue
our operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability
to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination
as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of
this uncertainty. Although we have some cash on hand, there is not enough cash on hand to fund our administrative expenses and operating
expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot
continue as a viable entity, our shareholders may lose some or all of their investment in the Company’s shares of common stock.

The Company has
a limited operating history and limited resources.

The
Company’s operations have been limited to seeking a potential business combination and has had no revenues from operations. Investors
will have no basis upon which to evaluate the Company’s ability to achieve the Company’s business objective, which is to effect
a merger, capital stock exchange and/or acquire an operating business. The Company will not generate any revenues until, at the earliest,
after the consummation of a business combination or acquiring an operating business.

Our auditors have
expressed substantial doubt about our ability to continue as a going concern.

As
of December 31, 2020, we had $nil in cash and cash equivalents and accumulated losses of $1,111,337. Our audited financial statements
for the years ended December 31, 2020 and December 31, 2019 were prepared using the assumption that we will continue our operations as
a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a
going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of
which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

There
may not be enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we may
be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our shareholders may lose
some or all of their investment in the Company’s shares of common stock.

Since the Company
has not yet selected a target business with which to complete a business combination, the Company is unable to ascertain the merits or
risks associated with any particular business or even the broader target industry.

Since
the Company has not yet identified a particular industry or prospective target business, there is no basis for investors to evaluate the
possible merits or risks of the target business which the Company may ultimately acquire. If the Company completes a business combination
with a financially unstable company or an entity in its development stage, the Company may be affected by numerous risks inherent in the
operations of those entities. Although the Company’s management intends to evaluate the risks inherent in a particular industry
or target business, the Company cannot assure you that we will properly ascertain or assess all of the significant risk factors. There
can be no assurance that any prospective business combination will benefit shareholders or prove to be more favorable to shareholders
than any other investment that may be made by shareholders and investors.

Unspecified and
unascertainable risks.

There
is no basis for shareholders to evaluate the possible merits or risks of potential business combination. To the extent that the Company
effects a business combination with a financially unstable operating company or an entity that is in its early stage of development or
growth, the Company will become subject to numerous risks. If the Company effects a business combination with an entity in a high-risk
industry, the Company will become subject to the currently unascertainable risks of that industry. Although management will endeavor to
evaluate the risks inherent in a particular business or industry, there can be no assurance that management will properly ascertain or
assess all such risks that the Company perceived at the time of the consummation of a business combination.

It is likely that
the Company’s current sole officer and director will resign upon consummation of a business combination and the Company will have
only limited ability to evaluate the management of the target business.

The
Company’s ability to successfully effect a business combination will be dependent upon the efforts of the Company’s management.
The future role of management in the target business cannot presently be ascertained. Although it is possible that our management may
remain associated with the target business following a business combination, it is likely that only the management of the target business
will remain in place. Although the Company intends to closely scrutinize the management of a target business in connection with evaluating
the desirability of effecting a business combination, the Company cannot assure you that the Company’s assessment of management
will prove to be correct.

Dependence on key
personnel.

The
Company is dependent upon the continued services of management. To the extent that Chen Ren’s services become unavailable, the Company
will be required to obtain other qualified personnel and there can be no assurance that we will be able to recruit one or more qualified
persons upon acceptable terms.

The Company’s
sole officer may allocate her time to other businesses activities, thereby causing conflicts of interest as to how much time to devote
to the Company’s affairs. This could have a negative impact on the Company’s ability to consummate a business combination
in a timely manner, if at all.

Chen
Ren, the Company’s officer and one or only two directors is not required and does not commit her full time to the Company’s
affairs, which may result in a conflict of interest in allocating her time between the Company’s business and other businesses.
The Company does not intend to have any full-time employees prior to the consummation of a business combination. Management of the Company
is engaged in other business endeavors and Chen Ren is not obligated to contribute any specific number of her hours per week to the Company’s
affairs.

If
management’s other business affairs require her to devote more time to such affairs, it could limit her ability to devote time to
the Company’s affairs and could have a negative impact on the Company’s ability to consummate a business combination. Furthermore,
we do not have an employment agreement with Chen Ren.

The Company may
be unable to obtain additional financing, if and when required, to complete a business combination or to fund the operations and growth
of the business combination target, which could compel the Company to restructure a potential business combination transaction or to entirely
abandon a particular business combination.

The
Company has not yet identified any prospective target business. The Company believed that there are business opportunities in companies
involved with industries that produce resins and polymers and that there is a sustainable market in biodegradable and compostable products.
Preliminary discussions had occurred between the majority shareholder with finders and broker-dealers regarding these business opportunities,
but no agreements have yet been entered into. If we require funds for a particular business combination, because of the size of the business
combination or otherwise, we will be required to seek additional financing, which may or may not be available a terms and conditions satisfactory
to the Company, if at all. To the extent that additional financing proves to be unavailable when and if needed to consummate a particular
business combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an
alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund
the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the
continued development or growth of the target business. The Company’s officer, director or shareholders are not required to provide
any financing to us in connection with or after a business combination.

It is probable
that the Company will only be able to enter into one business combination, which will cause us to be solely dependent on such single business
and a limited number of products or services.

It
is probable that the Company will enter into a business combination with a single operating business. Accordingly, the prospects for the
Company’s success may be solely dependent upon the performance of a single operating business, or dependent upon the development
or market acceptance of a single or limited number of products or services.

In
this case, the Company will not be able to diversify the Company’s operations or benefit from the possible spreading of risks or
offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries
or different areas of a single industry.

The Company has
limited resources and there is significant competition for business combination opportunities. Therefore, the Company may not be able
to enter into or consummate an attractive business combination.

The
Company expects to encounter intense competition from other entities having a business objective similar to the Company’s, including
venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established
and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors
possess greater technical, human, and other resources than the Company does, and the Company’s financial resources are limited when
contrasted with those of many of these competitors. While the Company believes that there are numerous potential target businesses that
we could acquire, the Company’s ability to compete in acquiring certain sizable target businesses will be limited by the Company’s
limited financial resources and the fact that the Company will use its common stock to acquire an operating business. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses.

The Company may
be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the
target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.

We
will be required to obtain additional financing. Although we have obtained sources for additional financial accommodations, we cannot
assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we
would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business.
In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target
business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the
target business.

Our present management
most likely will not remain after we complete a business combination.

A
business combination involving the issuance of our common stock will, in all likelihood, result in the shareholders of a private company
obtaining a controlling interest in us. Any such business combination may require our management to sell or transfer all or a portion
of the Company’s common stock held and/or have Chen Ren resign as a member of the Board of Directors. The resulting change in our control
would result in a corresponding reduction in or elimination of current management’s participation in our future affairs.

Financing requirements
to fund operations associated with reporting obligations under the Exchange Act.

The
Company has no revenues and is dependent upon the willingness of the Company’s management to fund the costs associated with the
reporting obligations under the Exchange Act, other administrative costs associated with the Company’s corporate existence and expenses
related to the Company’s business objective. The Company is not likely to generate any revenues until the consummation of a business
combination, at the earliest. The Company believes that we will have available sufficient financial resources available from its management
to continue to pay accounting and other professional fees and other miscellaneous expenses that may be required until the Company commences
business operations following a business combination.

The Company’s
CEO and majority shareholder is in a position to influence certain actions requiring shareholder vote.

Management
has no present intention to call for an annual meeting of shareholders to elect new directors prior to the consummation of a business
combination. As a result, our current director will continue in office at least until the consummation of the business combination, subject
to the desires of the majority shareholder. If there is an annual meeting of shareholders for any reason, the Company’s management
has broad discretion regarding proposals submitted to a vote by shareholders as a consequence of the majority shareholder’s significant
equity interest. Accordingly, the Company’s management will continue to exert substantial control at least until the consummation
of a business combination.

Broad discretion
of management.

Any
person who invests in the Company’s common stock will do so without an opportunity to evaluate the specific merits or risks of any
prospective business combination. As a result, investors will be entirely dependent on the broad discretion and judgment of management
in connection with the selection of a prospective business combination. There can be no assurance that determinations made by the Company’s
management will permit us to achieve the Company’s business objectives.

Reporting requirements
may delay or preclude a business combination.

Sections
13 and 15(d) of the Exchange Act require companies subject thereto to provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The
Company will continue to be required to file quarterly reports on Form 10-Q and annual reports on Form 10-K, which annual report must
contain the Company’s audited financial statements. As a reporting company under the Exchange Act, following any business combination,
we will be required to file a report on Form 8-K (a so-called “Super 8-K’ wherein we provide “Form 10 information”).
Audited financial statements must be filed with the SEC within five (5) days following the closing of a business combination. While obtaining
audited financial statements is typically the responsibility of the acquired company, it is possible that a potential target company may
be a non-reporting company with unaudited financial statements. The time and costs that may be incurred by some potential target companies
to prepare such audited financial statements may significantly delay or may even preclude consummation of an otherwise desirable business
combination. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for
acquisition because we are subject to the reporting requirements of the Exchange Act.

The Investment
Company Act of 1940 creates a situation wherein we would be required to register and could be required to incur substantial additional
costs and expenses.

Although
we will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment
Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. The Company does not believe
that its anticipated principal activities will subject us to the Investment Company Act of 1940. However, in the event we engage in business
combination that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the
Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur
significant registration and compliance costs.

At the time we
do any business combination, each shareholder will most likely hold a substantially lesser percentage ownership in the Company
.

Our
current primary plan of operation is based upon a business combination with a private concern that, in all likelihood, would result in
the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued common
stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in
our control or in our management.

General Economic
Risks.

 

The
Company’s current and future business objectives and plan of operation are likely dependent, in large part, on the state of the
general economy and the current Covid 19 pandemic. A continuation of a pandemic or adverse changes in economic conditions may adversely
affect the Company’s business objective and plan of operation. These conditions and other factors beyond the Company’s control
include also but are not limited to regulatory changes.

 

Risks Related to Our Common Stock 

 

Company is a Shell
Company with Penny Stock.

At
present, the Company is a development stage company with no revenues, nominal assets and no specific business plan or purpose. The Company’s
business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result,
the Company is a shell company. Rule 405 and 12b-2 of the Exchange Act defines a shell company as an issuer that that has no or nominal
operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting
of any amount of cash and cash equivalents and nominal other assets. A shell issuer may also be a blank check company or a blind pool
company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company that has as its
business plan to merge with or acquire an unidentified third property.

The
Company’s common stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act.
The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock
market. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult
to sell the Company’s common stock.

As
a shell issuer, we lack the availability of the use of Rule 144 by security holders and the lack of liquidity in our stock.

Effect of Amended
Rule 15c2-11 on the Company’s securities.

The
SEC released and published a Final Rulemaking on Publication or Submission of Quotations without Specified Information amending Rule 15c2-11
under the Exchange Act (“Rule 15c2-11,” the “Amended Rule 15c2-11”). To be eligible for public quotations on an ongoing
basis, Amended Rule 15c2-11’s modified the “piggyback exemption” that required that (i) the specified current information about
the company is publicly available, and (ii) the security is subject to a one-sided (i.e. a bid or offer) priced quotation, with no more
than four business days in succession without a quotation. Under Amended Rule 15c2-11, shell companies like the Company (and formerly
suspended securities) may only rely on the piggyback exemption in certain limited circumstances. The Amended Rule 15c2-11 will require,
among other requirements, that a broker-dealer has a reasonable basis for believing that information about the issuer of securities is
accurate. Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, more difficult
to trade the securities on the Pink Sheets. The Company intends to provide the specified current information under the Exchange Act but
there is no assurance that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will rely on our disclosure
of the specified current information.

 

 

Form S-8

Shell companies are prohibited
from using Form S-8 to register securities under the Securities Act. If a company ceases to be a Shell Company, it may use Form S-8 sixty
calendar days, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding
12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form
10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were
registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report
on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.

 

Unavailability
of Rule 144 for Resale.

Rule
144(i) “Unavailability to Securities of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides
that Rule 144 is not available for the resale of securities initially issued by an issuer that is a shell company. We have identified
our company as a shell company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed
from their securities without registration or until the Company is no longer identified as a shell company and has filed all requisite
periodic reports under the Exchange Act for the period of twelve (12) months.

As
a result of our classification as a shell company, our investors are not allowed to rely on the “safe harbor” provisions of
Rule 144, promulgated pursuant to the Securities Act of 1933, as amended (“Securities Act”), so as not to be considered underwriters
in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make
it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such
unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted
securities usually rely to resell securities.

Very Limited Liquidity
of our Common Stock.

Our
common stock occasionally trades on the Pink Sheets and there is a very limited active market in our common stock. As a result, there
is only limited liquidity in our common stock.

 

No public market for the Company’s shares may ever develop
and as a result, the liquidity of any outstanding shares will be limited.

The Company’s securities are not listed or
traded on any exchange. There is no assurance, even if such shares are accepted for listing or quotation, that any market will develop
or that the Company will locate a broker interested in or qualified in handling the Company’s securities. In such event, the ability
of any shareholder to sell the Company’s shares owned by such shareholder will be limited.

 

Lack of market and state blue sky laws

Investors may have difficulty
in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who
desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law
restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available
for trading on the Over-The-Counter (“OTCBB”), investors should consider any secondary market for our securities to be a limited
one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual
exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company
issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the
security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an
issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most
recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption
is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment
Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that
they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions
and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota,
Tennessee, Vermont, and Wisconsin.

Accordingly, our shares of
Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Possible classification as a penny stock which may increase reporting
obligations for any transaction and additional burden on any potential broker.

In the event a public market develops for the securities
of the Company following a business combination, such securities may be classified as penny stock depending upon the market price and
the manner in which they are traded. The Securities and Exchange Commission has adopted Rule 15g-9b which establishes the definition of
a “penny stock”, for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the NASDAQ
Capital Market or a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require the delivery
by the broker of a document to investor, stating the risks of investment in penny stocks, the possible lack of liquidity, commissions
paid, current quotation and investors’ rights and remedies, a special suitability inquiry, regular reporting to the investor and
other requirements.

Implications of Being an Emerging Growth
Company

As a company with less than
$2.0 billion in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act.
For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory
requirements that are generally unavailable to other public companies. These provisions include:

A requirement to have only two years of audited
financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration
statement;

An exemption to provide less than five years of selected financial
data in an initial public offering registration statement;
An exemption from the auditor attestation requirement in the
assessment of our internal controls over financial reporting;
An exemption from compliance with any new or revised financial
accounting standards until they would apply to private companies;
An exemption from compliance with any new requirement adopted
by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report
in which the auditor would be required to provide additional information about the audit and the financial statement of the issuer; and
reduced disclosure about our executive compensation arrangements

An emerging growth company
is also exempt from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report,
attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public
accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such
time as we cease being a Smaller Reporting Company.

As an emerging growth company, we are exempt
from Section 14A (a) and (b) of the Exchange Act which require stockholder approval of executive compensation and golden parachutes.

 

Section 107 of the JOBS Act
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits
of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such
new or revised accounting standards.

We would cease to be an emerging
growth company upon the earliest of:

The first fiscal year following the fifth anniversary of the
filing of this Form 10;
The first fiscal year after our annual gross revenues are
$2 billion or more;
The date on which we have, during the previous three-year
period,
Issues 2 billion in non-convertible debt securities; or
As of the end of any fiscal year in which the market value
of our common stock held
By non-affiliates exceeded $700 million as of the of the second
quarter of that fiscal year.

Your percentage of ownership in us may be diluted in the future. 

Your percentage ownership
in us may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity
awards that we expect will be granted to our directors, officers and employees. 

 

Certain provisions in our certificate of
incorporation and bylaws, as amended, and of Delaware law, may prevent or delay an acquisition of our Company, which could decrease the
trading price of our common stock. 

 

Our certificate of incorporation,
our bylaws, as amended, and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover
bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our
board of directors rather than to attempt a hostile takeover. These provisions include, among others:

the inability of our stockholders to call a special meeting; 
rules regarding how stockholders may present proposals or nominate directors for election at stockholder
meetings; 
the right of our board of directors to issue preferred stock without stockholder approval; 
a super-majority requirement to amend our certificate of incorporation or bylaws; and 
the ability of our directors, and not stockholders, to fill vacancies on our board of directors. 

Delaware law also imposes
some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. 

We believe these provisions
may help protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with
our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are
not intended to make our Company immune from takeovers. In addition, although we believe these provisions collectively provide for an
opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if
the offer may be considered beneficial by some stockholders. These provisions may also frustrate or prevent any attempts by our stockholders
to replace or remove our current management team by making it more difficult for stockholders to replace members of our board of directors,
which is responsible for appointing the members of our management. 

We do not expect to pay any cash dividends for the foreseeable
future. 

We have not declared any cash
dividends. We currently intend to retain any future earnings to finance the growth and development of the business and, therefore, we
do not anticipate that we will pay any cash dividends on shares of our common stock in the foreseeable future. Any determination to pay
dividends or stock buybacks in the future will be at the discretion of our board of directors and will be dependent upon our future financial
condition, results of operations and capital requirements, general business conditions and other relevant factors as determined by our
board of directors. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the
appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should
not purchase our common stock. See “Dividend Policy.” 

If securities or industry analysts do not publish research or
publish inaccurate or unfavorable research about our business, our stock price and any trading volume could decline. 

The trading market for our
securities depends in part on the research and reports that industry or financial analysts publish about us or our business. We do not
influence or control the reporting of these analysts. If one or more of the analysts who do cover us downgrade or provide a negative outlook
on our company or our industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of
these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of our common
stock to decline.

  

Rule 144 Risks.

Shareholders
who receive the Company’s restricted securities in a business combination (and certain of our existing shareholders) will not be
able to sell our common stock in reliance on Rule 144 without registration until one year after we have completed our initial business
combination. Rule 144 is a non-exclusive safe harbor from the definition of “underwriter” in Section 2(a)(11) of the Securities
Act that applies to restricted securities. Restricted securities are securities acquired in unregistered, private sales from the Company
or from an affiliate of the Company. Control securities are those held by an affiliate of the Company. An affiliate is a person, such
as an executive officer, a director or large shareholder, in a relationship of control with the issuer.

Accordingly,
subsection (i) to Rule 144 prohibits or limits the resale (public) of the Company’s common stock. Under Rule 144(i), one year needs
to pass from the date the Company ceased to be a shell company, files reports under the Exchange Act, and has filed the Form 10 type information
on a Form 8-K. Further, shareholders holding restricted securities may not be able to rely on Rule 144 to sell their stock until the Company
is current on all reports and other materials required to be filed with its filings for one year.

 

Item 2. Financial Information

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following
discussion and analysis of our financial condition and results of operations and our financial statements and related notes included elsewhere
in this Registration Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Registration
Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking
statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results
may differ materially from those described below.

 

Overview 

The
Company’s current business objective is to seek a business combination with an operating company. We intend to use the Company’s
limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination
of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve
the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock may significantly reduce the
equity interest of our shareholders, will likely cause a change in control if a substantial number of our shares of capital stock are
issued, and most likely will also result in the resignation or removal of our present officer and director; and may adversely affect the
prevailing market price for our common stock.

Similarly,
if we issued debt securities, it could result in default and foreclosure on our assets if our operating revenues after a business combination
were insufficient to pay our debt obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal
and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves
and any such covenants were breached without a waiver or renegotiations of such covenants, our immediate payment of all principal and
accrued interest, if any, if the debt security was payable on demand, and our inability to obtain additional financing, if necessary,
if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

Going Concern.

The
Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors
have unqualified audit opinion for the years ended December 31, 2020 and 2019 with an explanatory paragraph on going concern.

 

Results of Operations

Six Month Periods Ended June 30, 2021 and 2020

We currently have no assets
and no operations. During the six months that ended on June 30, 2021, we realized no revenue and incurred $1,232 in operating expenses.
During the six months that ended on June 30, 2020, we realized no revenue and incurred $49,742 in operating expenses. The decline in operating
expenses from the first six months of fiscal year 2021 to the first six months of fiscal year 2020 resulted in a decline in payroll expenses.

  

Years Ended December 31, 2020 and 2019

During the years ended December
31, 2020 and December 31, 2019, we had assets of $nil and $60,897, respectively, and no operations. During the 2020 fiscal year, we realized
no revenue and incurred $168,104 in operating expenses. During the 2019 fiscal year, we realized no revenue and incurred $83,100 in operating
expenses. The increase in operating expenses from fiscal year 2019 to fiscal year 2020 occurred primarily because we incurred higher consulting
fees and audit fees. 

Our major expenses consist
of fees to consultants, lawyers and accountants incurred in connection with our plans to become an SEC reporting company. We also incur
administration expenses attendant to the trading of our common stock and the cost of maintaining our corporate charter. As a result of
filing this Registration Statement, we have undertaken the obligation to file periodic reports with the Securities and Exchange Commission,
which will entail payment of professional fees to accountants and lawyers. Otherwise, we do not expect the level of our operating expenses
to change in the future until we implement a business plan or effect an acquisition.

Liquidity and Capital Resources

At December 31, 2020 we had
a working capital deficit of $29,232, as we had no assets and had $29,232 in amounts due a director, accounts payable and accrued expenses.
We expect our working capital deficit to continue indefinitely, until we obtain an operating company capable of funding our overhead expenses.
However, the Company had accumulated losses of $1,111,337 as of December 31, 2020.

Our operations used no cash
during the six months ended June 30, 2020, and used cash in operations of $72,000 and $60,000 for the years ended December 31, 2020 and
2019, respectively.

Chen Ren, our Chief Executive
Officer, is financing our operations by making advances of funds to cover our expenses. The advances are repayable upon demand and the
obligations do not bear interest. We expect that Chen Ren will continue to fund our operations until he sells his interest in the Company,
and that we will continue to require additional financing to maintain our existence as a shell company for the next twelve months. Our
management is not required to fund our operations by any contract or other obligation. In the event that we undertake to complete an acquisition
that requires financing, we will likely depend on an outside source for such financing. However, we have not identified any debt or equity
financing sources that can be relied upon to provide such financing.

It is unlikely that we will be able to raise financing
through a public offering of debt or equity.

 

Critical
Accounting Policies

This discussion and analysis
of our financial condition and results of operations are based on our consolidated financial statements that have been prepared under
accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements
in conformity with US GAAP requires our management to make estimates and assumptions that affect the reported values of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported levels of revenue and
expenses during the reporting period. Actual results could materially differ from those estimates.

Below is a discussion of accounting
policies that we consider critical to an understanding of our financial condition and operating results and that may require complex judgment
in their application or require estimates about matters which are inherently uncertain. A discussion of our significant accounting policies,
including further discussion of the accounting policies described below, can be found in Note 2, “Summary of Significant Accounting
Policies” of our Consolidated Financial Statements.

Basis of presentation

The Company’s financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America 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 financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Management further acknowledges
that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that
1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely
manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company
for the respective periods being presented.

Income Taxes

 

The Company follows FASB ASC
Subtopic 740, Income Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable
when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses
or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than
not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred
tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision
for deferred income taxes in the period of change.

Stock-based Compensation

 

The Company follows FASB ASC
Subtopic 718, Stock Compensation, for accounting for stock-based compensation. The guidance requires that new, modified and unvested share-based
payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial
statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company
also follows the guidance for equity instruments issued to consultants.

Basic Loss Per Share

 

FASB ASC Subtopic 260, Earnings
Per Share, provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share is
computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period.
All potentially dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive
securities could potentially dilute earnings per share in the future.

Cash and Cash Equivalents

 

Cash equivalents consist of
highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial
institutions without any restrictions. As of June 30, 2021 cash equivalents amounted to $nil.

Item 3. Properties

 

The company owns no real property.

 

The Company’s corporate
headquarters are located at Unit 5B Block 5 Zhonghai Rihui Terrance, Bantian Street Shenzhen 518000 – China.

 

 

Item 4. Security Ownership of Certain Beneficial
Owners and Management.

Set forth below is information
regarding the beneficial ownership of our common stock, our only outstanding class of capital stock, as of September 24, 2021 by (i) each
person whom we know owned, beneficially, more than 5% of the outstanding shares of our common stock, and (ii) all of the current directors
and executive officers as a group. We believe that, except as otherwise noted below, each named beneficial owner has sole voting
and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares
beneficially owned.

Name and Address of Beneficial Owner(1)   Shares (2)     Shares
Underlying
Convertible
Securities (2)
    Total Percent
of Class (3)
 
                   
Chen Ren           6,181,200,000       29.9 %
Jiacheng Tang           5,938,800,000       28.7 %
All executive officers and directors as a group           12,000,000,000       58.6 %
                       
VS Services LLC     800,000,000             9.2 %
CEDE & CO     5,953,320,406             68.7 %
National Financial Services LLC     463,540,485             5.3 %
      7,216,860,891               83.2 %
(1)

Chen Ren: 5A Central Business Bldg 88 Fu Hua First Rd Futian District, Shenzhen, China Jiacheng Tang: BLK 2 5/F Zhenqi Jingyuan Bldg Qiaocheng East Rd Futian District, Shenzhen 518040, China VS Services LLC: 16192 Coastal Hwy Lewes, DE 19958 United States CEDE & CO: Signature Stock Transfer 14673 Midway Road Ste 220 Addison, TX 75001 United States National Financial Services LLC: 200 LIBERTY ST NEW YORK, NY 10281 United States

(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.
(3)

Based on 8,665,578,306 common shares outstanding as of September 24, 2021, and 220,000 shares of Preferred Stock outstanding, shares of common stock subject to convertible securities currently exercisable or exercisable within 60 days of September 24, 2021, are deemed outstanding for purposes of computing the percentage ownership of the person holding such convertible securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Chen Ren and Jianchen Tang hold Series B Preferred Stock and Series AA Preferred Stock. The Series B Preferred Stock is convertible at the rate of 6,000 of Common Stock, and the Series AA Preferred Stock is convertible at the rate of 60,000 of Common Stock.

Item 5. Directors and Executive Officers

Our directors, executive officers
and significant employees, and their ages as of September 16, 2021, are as follows:

Name   Position   Age

Executive Officers:

       
Chen Ren   President, Chief Executive Officer, Secretary and Treasurer, Director   34
Jiacheng Tang   Director    46

Our sole executive officer and
significant employees work full-time for us. There are no family relationships between any director, executive officer, or significant
employee.

Our sole director will hold
office until the next annual meeting of shareholders and until his successor(s) have been duly elected and qualified. Directors are elected
at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our
board of directors shall hold meetings on at least a quarterly basis.

Chen Ren has served as our
president, chief executive officer, secretary and treasurer since September 25, 2020. Since 2019, Mr. Ren serves as Brand Development
and Operations for Zuixiangui Liquor Industry Co. Ltd. Between May 2014 to March 2019, Mr. Ren served as the Operations Manager for Shaanxi
Yinhan Culture Media Co. Ltd. Mr. Ren holds a Diploma in Logistics Management Major from the Military Economics College of the Chinese
People’s Liberation Army.

Jiacheng Tang serves
as a director as of September 24, 2021. Since April 2019, Mr Tang has been serving as the Chairman of Guangdong Jialaisi Biotechnology
Co. Ltd, as well as Vice-Chairman of Health Industry Committee of China International Rescue Center in Beijing Headquarters. Mr. Tang
has also been serving as the Managing Director of Hong Kong Zhicheng Investment Co. Ltd since November 2016. In 2015, Mr. Tang was appointed
as the Chairman of Guiling Huimingu Resident Service Co. Ltd and has been serving as the Chairman till present. Mr. Tang holds a Bachelor
of Computer Science and Technology from Beijing Institute of Electronics and Information Technology and is currently pursuing Master
of Business Administration from EU Business School in Switzerland.

During the past five years,
none of the persons identified above has been involved in any bankruptcy or insolvency proceeding or convicted in a criminal proceeding,
excluding traffic violations and other minor offenses.

Compliance with Section 16(a) of the Exchange
Act

Section 16(a) of the Securities
Exchange Act of 1934, as amended, will require our executive officers and directors and persons who own more than 10% of a registered
class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports
of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Form 3,
4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission
regulations to furnish our company with copies of all Section 16(a) reports they file.

Board Committee

The Company does not have
a formal Audit Committee, Nominating Committee and Compensation Committee. As the Company’s business expands, the directors
will evaluate the necessity of an Audit Committee.

Code of Ethics

The Company has not adopted
a code of ethics to apply to its principal executive officer, principal financial officer, principal accounting officer and controller,
or persons performing similar functions.

Item 6. Executive Compensation.

SUMMARY COMPENSATION TABLE

The following table summarizes
the compensation of each named executive for the fiscal years ended December 31, 2020 and 2019, awarded to or earned by (i) each individual
serving as our principal executive officer and principal financial officer of the Company and (ii) each individual that served as an executive
officer of the Company at the end of such fiscal years who received compensation in excess of $100,000.

Name and Principal Position   Year   Salary ($)     All Other Compensation ($)     Total ($)  
Chen Ren, Chief Executive Officer   2020   $              
Chief Executive Officer   2018                  
                             
Matthew Dwyer,   2020   $ 60,000             60,000  
Former Chief Executive Officer   2019   $ 60,000             60,000  

There were no bonuses paid or equity awards outstanding as of September
16, 2021.

Resignation, Retirement, Other Termination, or Change in Control
Arrangements

 

We have no contract, agreement, plan or arrangement,
whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the
resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change
in our directors’ or executive officers’ responsibilities following a change in control.

 

Option Grants. No option grants have been
exercised by the executive officers or directors.

Aggregated Option Exercises and Fiscal Year-End
Option Value.

There have been no stock options
exercised by the executive officers or directors.

Long-Term Incentive Plan (“LTIP”)
Awards.

 

There have been no awards
made to a named executive officers or directors.

Corporate Governance

The Company does not have
a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its
Board of Directors consists of only two directors and there is no compensation at this time. There is no independent audit committee financial
expert because it is believed the cost related to retaining a financial expert at this time is prohibitive in the circumstances of the
Company. Further, because there are only development stage operations occurring at the present time, it is believed the services of a
financial expert are not warranted.

Employment Agreements

None.

 

DIRECTOR COMPENSATION

 

The following table sets forth
the compensation paid to each of our directors (who are not also officers of the Company) for the fiscal years ended December 31, 2020
and 2019, in connection with their services to the company. In accordance with the Commission’s rules, the table omits columns showing
items that are not applicable. Except as set forth in the table, no persons were paid any compensation for director services.

Name and Principal Position   Year   Salary ($)     All Other Compensation  ($)     Total ($)  
Chen Ren   2020   $           –        
        $                
                             
Matthew Dwyer   2020   $ 60,000             60,000  
    2019   $ 60,000             60,000  

All directors receive reimbursement
for reasonable out of pocket expenses in attending board of directors’ meetings and for promoting our business. From time to time
we may engage certain members of the board of directors to perform services on our behalf. In such cases, we intend to compensate the
members for their services at rates no more favorable than could be obtained from unaffiliated parties.

Compensation Committee Interlocks and Insider
Participation

 

None of our officers currently
serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that
has one or more officers serving as a member of our board of directors.

Item 7. Certain Relationships and Related Transactions.

We have no relationships or
related party transactions to disclose.

 

Item 8. Legal Proceedings.

There are no legal proceedings
material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated
or threatened.

Item 9. Market Price of, and Dividends on,
the Registrant’s Common Equity and Related Stockholder Matters.

(a) Market for the Common Stock

The Company’s common
stock is quoted on the OTC Pink Market under the symbol “TGGI”. The bid quotations reported on the OTC Pink Market reflect
inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

The Company’s common stock
is very thinly traded. It seldom trades more than once or twice in any week, and during many weeks there are no trades. The quoted bid
and asked prices for the common stock vary significantly from week to week. An investor holding shares of the Company’s common stock may
find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.

 

(a-1) Restrictions on Availability of Rule
144 for resale of the Company’s shares 

Section 5 of the Securities
Act forbids the sale of securities in the United States unless accompanied by a prospectus or exempted from the prospectus requirement.
A principal exemption relied upon by shareholders is provided by SEC Rule 144, which permits resale of securities by holders who satisfy
the requirements of that Rule.

The Company is a shell company
because it has no operations and no assets. Section “(i)” of Rule 144 states that Rule 144 is not available for resale of securities
issued by a company that is or ever has been a shell, unless the issuer is no longer a shell, has filed all required periodic reports
with the SEC, and has at least 12 months prior to the resale filed with the SEC “Form 10 information” indicating that the issuer
has ceased to be a shell company. Because Section “(i)” of Rule 144 applies to the Company, holders of the Company’s common
stock will not be able to rely on Rule 144 to resell their shares until at least 12 months after the Company files information with the
SEC demonstrating that it has ceased to be a shell and then only if the Company is compliant with the SEC’s periodic reporting requirements.
This restriction could significantly limit the liquidity of the common stock held by the Company’s shareholders.

(b)
Derivative Securities

 

There are no outstanding securities
that are convertible into the Company’s common stock or that provide the holder a right to purchase shares of the Company’s common stock
or any other security issued by the Company.

(c) Shareholders of Record

 

As of the date of this registration
statement, there were 67 holders of record of the Company’s common stock.

(d) Dividends

The Company has never
paid or declared any cash dividends on its Common Stock and does not plan to do so in the foreseeable future. The Company intends to retain
any future earnings for the operation and expansion of the business. Any decision as to future payment of dividends will depend on the
available earnings, the capital requirements of the Company, its general financial condition and other factors deemed pertinent by the
Board of Directors.

 

(e) Securities Authorized for Issuance Under Equity Compensation
Plans

The Board of Directors of the Company has not adopted
any equity compensation plan for the Company.

Item 10.
Recent Sales of Unregistered Securities.

Within the past two years, we have issued and
sold the unregistered securities set forth in the table below.

Shares Outstanding as of Second Most Recent Fiscal Year End:

 

Opening Balance
Date 12/31/2018 Common: 7,865,578,306

 

Preferred: 1,200,000

 

Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion)

-OR- Nature of Services Provided

 

Restricted or Unrestricted as of this filing. Exemption or Registration Type.
01/30/20 Exchange 1,200,000 old for 200,000 New Series AA Preferred Preferred $0 NO Matthew Dwyer (1) Exchange, Old Series AA for New Series AA Restricted Section 4(a)(2)
09/20/20 New issuance 800,000,000 Common $77,730.75

NO

VS Services, LLC

Conversion from Note and accrued interest

Unrestricted 144 Exempt
09/25/20

New issuance

 

20,000

 

Series B Preferred Stock

 

$0 NO Chen Ren Serving as President, Chief Executive Officer, Secretary and Treasurer Restricted Section 4(a)(2)

Shares Outstanding on Date of This Report:

 

Ending Balance:
Date 09/15/2021 Common: 8,665,578,306

 

Preferred: 220,000

 

(1) Transferred to Chen Ren on September 25, 2020.

 

 

Item 11. Description of Registrant’s
Securities to be Registered.

Our authorized capital stock
consists of Common Stock, $0.0001 par value, 12,000,000,000 shares authorized, issued and outstanding, and Preferred Stock $0.0001 par
value, 1,500,000 shares authorized, of which 200,000 is designated Series AA, and 20,000 is designated Series B, all of are issued and
outstanding.

The following is a summary
of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information,
please see our articles of incorporation and bylaws, which have been filed as exhibits to this registration statement.

Common Stock

Voting Rights. The holders of
the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Arizona
law provides for cumulative voting for the election of directors. As a result, any shareholder may cumulate his or her votes
by casting them all for any one director nominee or by distributing them among two or more nominees. This may make it easier
for minority shareholders to elect a director.

Dividends. Subject to preferences
that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as
may be declared by the board of directors out of funds legally available therefor as well as any distributions to the shareholders. The
payment of dividends on the common stock will be a business decision to be made by our board of directors from time to time based upon
results of our operations and our financial condition and any other factors that our board of directors considers relevant. Payment
of dividends on the common stock may be restricted by loan agreements, indentures and other transactions entered into by us from time
to time.

Liquidation Rights. In
the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all of our assets remaining
after payment of liabilities and the liquidation preference of any then outstanding preferred stock.

Absence of Other Rights or Assessments. Holders
of common stock have no preferential, preemptive, conversion or exchange rights. There are no redemption or sinking fund provisions
applicable to the common stock. When issued in accordance with our articles of incorporation and law, shares of our common
stock are fully paid and not liable to further calls or assessment by us.

Preferred Stock

 

Series AA

 

Voting Rights. The holders of the Series
AA Preferred Stock are entitled to 60,000 votes for each share held of record on all matters submitted to a vote of the shareholders and
shall vote as a group with and on the same basis as holders of common stock.

Dividends. None.

Liquidation Rights.  In
the event of our liquidation, dissolution or winding up, holders of Series AA Preferred Stock are entitled to a liquidation preference
of $0.0001 per share, before any payment or distribution to the holders of common stock.  

Protective Provisions.  The
approval of the holders of a majority of the outstanding shares of Series AA Preferred Stock is required to (i) change the rights, preferences
or privileges of the Series AA Preferred Stock, (ii) do any act which would result in taxation of the Series AA Preferred Stock.

Conversion Rights. The Series AA
Preferred Stock is convertible into common stock at the rate of 60,000 shares of common stock for each share of Series AA Preferred Stock.

Series B

 

Voting Rights. None.

Dividends. None.

Liquidation Rights.  The
holders of Series B Preferred Stock shall have no liquidation preference but shall participate with holders of common stock in any liquidation,
dissolution, or winding up of the Company, on an as converted basis.

Protective Provisions.  The
approval of the holders of a majority of the outstanding shares of Series B Preferred Stock is required to (i) change the rights, preferences
or privileges of the Series B Preferred Stock, (ii) do any act which would result in taxation of the Series B Preferred Stock.

Conversion Rights. The Series AA
Preferred Stock is convertible into common stock at the rate of 6,000 shares of common stock for each share of Series AA Preferred Stock.

We had no Stock Option Plan
or stock options granted to date.

Transfer Agent and Registrar

Signature Stock Transfer,
Inc. is the transfer agent and registrar for our common stock.

Item 12. Indemnification of
Directors and Officers.

Our directors and officers
are indemnified as provided by the Delaware corporate law and our Bylaws. We have agreed to indemnify each of our directors
and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue. 

Item 13. Financial Statements and Supplementary Data.

 

The Company is a smaller reporting
company in accordance with Regulation S-X.  The financial statements of the Company are filed under this Item, beginning on page
F-1.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

In its two most recent
fiscal years, the Company has had no disagreements with its independent accountants.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements and Schedule

(a) List separately all financial statements filed
as part of the registration statement.
(b) Furnish the exhibits required by Item 601 of Regulation S-K (§229.601 of this chapter).

We have filed the following
documents as part of this Registration Statement on Form 10:

Financial Statements

Our financial statements are
included beginning on page F-1 of this Registration Statement.

Annual
Financial Statements (audited):

 

 

Interim
Financial Statements (unaudited)

 

Financial Statement Schedules

All schedules have been omitted
because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required
information is otherwise included in our financial statements and related notes.

(b) Exhibits

SIGNATURES

Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

  TRANS GLOBAL GROUP, INC.
     
Date: November 3, 2021 By: /s/ Chen Ren
    Chen Ren, Chief Executive Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Shareholders of Trans Global Group, Inc.

 

Opinion on the Financial
Statements

We have audited the accompanying
balance sheet of Trans Global Group, Inc (the “Company”) as of December 31, 2020, the related statements of income, comprehensive
income, shareholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements
and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the years ended
December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

As discussed in Note
3 to the financial statements the accompanying consolidated financial statements and notes have been prepared assuming that the Company
will continue as a going concern.

The Company incurred
a net loss of $168,104 during the financial year ended December 31, 2020 and had working a capital deficiency of $29,232 as at December
31, 2020. These factors indicate the existence of a material uncertainty which may cast significant doubt over the Company’s ability
to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for
our opinion.

/s/ Assentsure PAC

We have served as the Company’s auditor
since 2019.

Singapore

08/30/2021

 

 

Trans Global Group Inc.

Balance Sheets

    As at December 31,  
    2020     2019  
   

(Restated)

   

(Restated)

 
             
ASSETS            
             
TOTAL NON-CURRENT ASSET   $     $ 3,050  
                 
Property, plant and equipment           3,050  
                 
TOTAL CURRENT ASSET           57,847  
                 
Other receivables           57,847  
                 
TOTAL ASSETS           60,897  
                 
LIABILITIES                
                 
TOTAL CURRENT LIABILITIES     29,232       216,295  
                 
Amount due to a director     12,000       16,064  
Trade payables     1,232       2,500  
Other payables and accruals     16,000       197,731  
                 
TOTAL LIABILITIES     29,232       216,295  
                 
NET LIABILITIES   $ (29,232 )   $ (155,398 )
                 
EQUITY                
                 
Common stock     866,558       786,558  
Preferred stock     22       1,275  
Additional paid-in capital     215,523    
Accumulated losses     (943,231 )    

(860,131

)
Loss for the year     (168,104 )     (83,100 )
                 
TOTAL EQUITY   $ (29,232 )   $ (155,398 )

The accompanying notes are an integral part of
these financial statements.

Trans Global Group Inc.

Profit & Loss Statement

    For the year ended
December 31,
 
    2020     2019  
             
Revenue   $     $  
                 
Cost of sales            
Gross Profit            
                 
Other Income            
                 
Operating Expenses     168,104       83,100  
Consulting expense     65,347       16,800  
Payroll expenses     60,000       60,000  
Rent     3,000       6,000  
Signature stock transfer     4,600       300  
Interest expense     11,607        
OTC Markets Group Inc.     4,500        
Audit fee     16,000        
Depreciation expenses     3,050        
                 
Finance Costs            
                 
Loss Before Taxation   $   (168,104 )   $  
(83,100
)
                 
Income Tax Expenses            
                 
Loss After Taxation      (168,104 )      (83,100 )
                 
Other Comprehensive Income            
                 
Total Comprehensive Loss for The Year   $ (168,104 )   $ (83,100 )

The accompanying notes are an integral part of
these financial statements.

Trans Global Group Inc.

Statements of Shareholders’ Equity

    Preferred Stock     Common Stock     Additional
Paid in
    Accumulated     Total  
    Shares     Amount     Shares     Amount     Capital     Losses     Equity  
          USD           USD     USD     USD     USD  
Balance as at December 31, 2018 (Restated)     1,200,000     $ 1,275       7,865,578,306     $ 786,558     $     $ (860,131 )   $ (72,298 )
                                                         
Net loss for the year                                   (83,100 )     (83,100 )
                                                              
Balance as at December 31, 2019 (Restated)     1,200,000     $ 1,275       7,865,578,306     $ 786,558     $     $ (943,231 )   $ (155,398 )
                                                         
New issuance of Series B Preferred Stock     20,000       2                   (2 )            
Exchange, Old Series AA for New Series AA     (1,000,000 )     (1,255 )                 1,255              
New issuance of Common Stock by Debt conversion                 800,000,000       80,000       214,270             294,270  
Net loss for the year                                   (168,104 )     (168,104 )
                                                             
Balance as at December 31, 2020     220,000     $ 22       8,665,578,306     $ 866,558     $ 215,523     $ (1,111,335 )   $ (29,232 )

  

The accompanying notes are an integral part of
these financial statements.

 

Trans Global Group Inc.

Statement of Cash Flows

    For the year ended
December 31,
 
    2020     2019  
Cash Flows from Operating Activities            
Net Loss   $ (168,104 )   $ (83,100 )
Adjustments to reconcile net loss to net cash used in operations:                
Depreciation     3,050        
Organization cost     57,847        
Changes in operating assets and liabilities:                
Trade payables     3,232       300  
Other Payables and accruals     31,975       22,800  
Net cash used in Operating Activities     (72,000 )     (60,000 )
                 
Cash Flows from Financing Activities                
Amount due to a director     72,000       60,000  
Net cash provided by Financing Activities     72,000       60,000  
                 
Net increase in cash   $     $  
Cash at end of period            
                 
Supplemental Disclosure of Interest and Income Taxes Paid:                
Interest paid during the year   $     $  
Income taxes paid during the year   $     $  
Non-Cash Investing and Financing Activities:                
Issuance of common stock for conversion of convertible note and accrued interest   $ 80,000     $  

The accompanying notes are an integral part of
these financial statements.

Trans Global Group, Inc.

Notes to Financial Statements

For the year ended December 31, 2020

NOTE 1 – ORGANIZATION AND OPERATIONS

Trans Global Group, Inc. (the “Company”)
was formed in the State of Delaware on December 31, 1993 as Teletek, Inc. On October, 2007, the Company changed its name to Trans Global
Group, Inc., its current name. The Company is an investment company planning to acquire companies in Liquor Industry in China.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 

Basis of presentation

The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Management further acknowledges that it is solely
responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing
and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions
are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods
being presented.

Income Taxes

The Company follows FASB ASC Subtopic 740, Income
Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between
the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based
on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion
or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Stock-based Compensation

The Company follows FASB ASC Subtopic 718, Stock
Compensation, for accounting for stock-based compensation. The guidance requires that new, modified and unvested share-based payment transactions
with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on
their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company also follows the guidance
for equity instruments issued to consultants.

 

Basic Loss Per Share

FASB ASC Subtopic 260, Earnings Per Share, provides
for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share is computed by dividing
net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially
dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could
potentially dilute earnings per share in the future.

 

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments
with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any
restrictions. As of December 31, 2020, cash equivalents amounted to $nil.

 

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,
and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements,
the Company incurred a net loss of $168,104 during financial year ended December 31, 2020. As of that date, the Company reported the net
capital deficiency of approximately $29,232 as at December 31, 2020 and had accumulated losses as of December 31, 2020 of $1,111,335.

While the Company is attempting to commence operations
and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.
Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being
taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.
While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can
be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability
to further implement its business plan and generate revenues.

The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – STOCKHOLDERS’
EQUITY

 

Authorized Capital Stock

Common Stock

The Company is authorized to issue 12,000,000,000 shares of common
stock with a par value of $0.0001 per share. As of December 31, 2020, 8,665,578,306 shares were issued and outstanding.

Preferred Stock

The Company is authorized to issue 1,500,000 shares of preferred stock
with a par value of $0.0001 per share. As of December 31, 2020, 200,000 shares of series AA preferred stock and 20,000 shares of series
B preferred stock were issued and outstanding.

Capital Stock Issued

On January 30, 2020, the Company exchanged 1,200,000 shares of old
series AA preferred stock for 200,000 shares of new series AA preferred stock. On September 20, 2020, the Company issued 800,000,000 shares
of common stock to VS Services, LLC for conversion of note and accrued interests. On September 22, 2020, the Company issued 20,000 series
B preferred stock to Chen Ren.

NOTE 5 – RELATED PARTY
TRANSACTIONS

 

None

 

NOTE 6 – CORRECTION OF ERRORS

The Company discovers that additional paid-in
capital had been erroneously omitted in its financial statements. The Company had understated the additional paid-in capital and accumulated
losses. A correction entry has been posted which resulted in decrease of 1,298,339 additional paid-in capital and retained earnings respectively.

    As of
December 31,
2020
    Restatement
Adjustments
    As currently
reported
 
EQUITY                  
Additional paid-in capital   $ (1,082,816 )   $ 1,298,339     $ 215,523  
Retained earnings/(Accumulated losses)   $ 355,108     $ (1,298,339 )   $ (943,231 )

NOTE 7 – SUBSEQUENT EVENTS

The Company’s management evaluated subsequent events through
the date the financial statements were available to be issued and there were no subsequent events to report.

Trans Global Group Inc.

Balance Sheets

(Unaudited)

 

    As at June 30  
    2021      2020  
             
ASSETS            
             
TOTAL NON-CURRENT ASSET   $     $ 108  
                 
Property, plant and equipment           108  
                 
TOTAL CURRENT ASSET           84,565  
                 
Other current assets           84,565  
                 
TOTAL ASSETS           84,673  
                 
LIABILITIES                
                 
TOTAL CURRENT LIABILITIES     50,495       323,053  
                 
Amount due to a director     32,020       51,432  
Trade payables     2,475       4,200  
Other payables and accruals     16,000       267,421  
                 
TOTAL LIABILITIES     50,495       323,053  
                 
NET LIABILITIES/ASSETS   $ (50,495 )   $ (238,380 )
                 
EQUITY                
                 
Common stock     866,558       786,558  
Preferred stock     22       20  
Additional paid-in capital     215,523       1,255  
Accumulated losses     (1,111,335 )     (943,231 )
Loss for the year     (21,263 )     (82,982 )
                 
TOTAL EQUITY   $ (50,495 )   $ (238,380 )

 

The accompanying notes are an integral part of
these financial statements.

Trans Global Group Inc.

Profit & Loss Statement

(Unaudited)

    For the six months ended
June 30,
 
    2021     2020  
             
Revenue   $     $  
                 
Cost of sales            
Gross Profit            
                 
Other Income            
                 
Operating Expenses     21,263       82,982  
Consulting expense     13,700        
Payroll expenses           60,000  
Rent           2,000  
Signature stock transfer     1,243       8,350  
OTC Markets Group Inc.     5,500        
Depreciation expenses           2,942  
Interest expenses           9,690  
Franchise tax expenses     820        
                 
Finance Costs            
                 
Loss Before Taxation   $ (21,263 )   $ (82,982 )
                 
Income Tax Expenses            
                 
Loss After Taxation     (21,263 )     (82,982 )
                 
Other Comprehensive Income            
                 
Total Comprehensive Loss for The period   $ (21,263 )   $ (82,982 )

The accompanying notes are an integral part of
these financial statements.

Trans Global Group Inc.

Statements of Shareholders’ Equity

(Unaudited)

 

For the six months ended June 30, 2020

    Preferred Stock     Common Stock     Additional Paid-in     Accumulated     Total  
    Shares       Amount     Shares     Amount     Capital     Losses     Equity  
          USD           USD     USD     USD     USD  
Balance as at December 31, 2019     1,200,000     $ 1,275       7,865,578,306     $ 786,558     $     $ (943,231 )   $ (155,398 )
                                                         
Net loss for the period                                   (82,982 )     (82,982 )
Exchange, Old Series AA for New Series AA     (1,000,000 )     (1,255 )                 1,255              
Debt adjustment                                          
                                                             
Balance as at June 30, 2020     1,200,000     $ 20       7,865,578,306     $ 786,558     $ 1,255     $ (1,026,213 )   $ (238,380 )

For the six months ended June 30, 2021

    Preferred Stock     Common Stock     Additional Paid-in     Accumulated     Total  
    Shares     Amount     Shares     Amount     Capital     Losses     Equity  
          USD           USD     USD     USD     USD  
Balance as at December 31, 2020     220,000     $ 22       8,665,578,306     $ 866,558     $ 215,523     $ (1,111,335 )   $ (29,232 )
                                                         
Net loss for the period                                   (21,263 )     (21,263 )
                                                         
Balance as at June 30, 2021     220,000       22       8,665,578,306     $ 866,558     $ 215,523     $ (1,132,598 )   $ (50,495 )

  

The accompanying notes are an integral part of
these financial statements.

Trans Global Group Inc.

Statement of Cash Flows

(Unaudited)

    For the six months
ended June 30,
 
    2021     2020  
Cash Flows from Operating Activities            
Net Loss   $ (21,263 )   $ (82,982 )
Adjustments to reconcile net loss to net cash used in operations:                
Depreciation           2,942  
Changes in operating assets and liabilities:                
Trade payables     1,243       6,982  
Other Payables and accruals           2,4690  
Net cash used in Operating Activities     (20,020 )     (48,368 )
                 
Cash Flows from Financing Activities                
Amount due to a director     20,020       48,368  
Net cash provided by Financing Activities     20,020       48,368  
                 
Net increase in cash   $     $  
Cash at end of period            
                 
Supplemental Disclosure of Interest and Income Taxes Paid:                
Interest paid during the period   $     $  
Income taxes paid during the period   $     $  
Non-Cash Investing and Financing Activities:                
Issuance of common stock for conversion of convertible note and accrued interest   $     $  

The accompanying notes are an integral part of
these financial statements.

Trans Global Group, Inc.

Notes to Financial Statements

For the six months ended June 30, 2021

(Unaudited)

 

NOTE 1 – ORGANIZATION AND OPERATIONS

Trans Global Group, Inc. (the “Company”)
was formed in the State of Delaware on December 31, 1993 as Teletek, Inc. On October, 2007, the Company changed its name to Trans Global
Group, Inc., its current name. The Company is an investment company planning to acquire companies in Liquor Industry in China.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 

Basis of presentation

The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Management further acknowledges that it is solely
responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing
and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions
are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods
being presented.

Income Taxes

The Company follows FASB ASC Subtopic 740, Income
Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between
the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based
on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion
or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Stock-based Compensation

The Company follows FASB ASC Subtopic 718, Stock
Compensation, for accounting for stock-based compensation. The guidance requires that new, modified and unvested share-based payment transactions
with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on
their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company also follows the guidance
for equity instruments issued to consultants.

 

Basic Loss Per Share

FASB ASC Subtopic 260, Earnings Per Share, provides
for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share is computed by dividing
net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially
dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could
potentially dilute earnings per share in the future.

 

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments
with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any
restrictions. As of June 30, 2021, cash equivalents amounted to $nil.

 

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,
and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements,
the Company incurred a net loss of $21,263 during financial year ended June 30, 2021. As of that date, the Company reported the net capital
deficiency of approximately $50,495 as at June 30, 2021 and had accumulated losses as of June 30, 2021 of $1,132,598.

While the Company is attempting to commence operations
and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.
Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being
taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.
While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can
be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability
to further implement its business plan and generate revenues.

The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – STOCKHOLDERS’
EQUITY

 

Authorized Capital Stock

Common Stock

The Company is authorized to issue 12,000,000,000 shares of common
stock with a par value of $0.0001 per share. As of June 30, 2021, 8,665,578,306 shares were issued and outstanding.

Preferred Stock

 

The Company is authorized to issue 1,500,000 shares of preferred stock
with a par value of $0.0001 per share. As of June 30, 2021, 200,000 shares of series AA preferred stock and 20,000 shares of series B
preferred stock were issued and outstanding.

Capital Stock Issued

On January 30, 2020, the Company exchanged 1,200,000 shares of old
series AA preferred stock for 200,000 shares of new series AA preferred stock. On September 20, 2020, the Company issued 800,000,000 shares
of common stock to VS Services, LLC for conversion of note and accrued interests. On September 22, 2020, the Company issued 20,000 series
B preferred stock to Chen Ren.

NOTE 5 – RELATED PARTY
TRANSACTIONS

 

None

 

NOTE 6 – SUBSEQUENT EVENTS

The Company’s management evaluated subsequent events through
the date the financial statements were available to be issued and there were no subsequent events to report.

FF-6

Exhibit
3.1

 

 

 

 

  Delaware Page 1
  The First State  

 

I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF CONVERSION OF A FLORIDA CORPORATION UNDER THE NAME OF “CANNABIS CONSORTIUM, INC.” TO A DELAWARE CORPORATION, CHANGING
ITS NAME FROM “CANNABIS CONSORTIUM, INC.” TO “TRANS GLOBAL GROUP, INC.”,FILED IN THIS OFFICE ON THE EIGHTEENTH DAY
OF SEPTEMBER, A.D. 2017, AT 11:31 O’CLOCK A.M.

 

A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

6547224 8100F 19153443 ex3 1 001 ProxyEgg Form 10-12B TRANS GLOBAL GROUP, INC. - StreetInsider.com  19153443 ex3 1 002 ProxyEgg Form 10-12B TRANS GLOBAL GROUP, INC. - StreetInsider.com 
SR# 20176202002   Authentication: 203241162
You may verify this certificate online at corp.delaware.gov/authver.shtml Date: 09-18-17

 

 

  State of Delaware
  Secretary of State
  Division of Corporations
  Delivered 11:31 AM 09/18/2017
  FILED 11:31 AM 09/18/2017
  SR 20176202002 – File Number 6547224

 

STATE
OF DELAWARE
CERTIFICATE OF CONVERSION

FROM
A NON-DELAWARE CORPORATION
TO A DELAWARE CORPORATION
PURSUANT TO SECTION 265 OF THE
DELAWARE GENERAL CORPORATION LAW

 

1.) The
jurisdiction where the Non-Delaware Corporation first formed is Nevada.
     
    Nevada.

 

2.) The
jurisdiction immediately prior to filing this Certificate is
     
    Florida.
     
3.) The
date the Non-Delaware Corporation first formed is.
     
    03/17/1993
     
4.) The name of the Non-Delaware Corporation immediately prior to filing this Certificate is
     
    Cannabis Consortium, Inc.
     
     
5.) The
name of the Corporation as set forth in the Certificate of Incorporation is
     
    Trans Global Group, Inc.

 

IN
WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this
Certificate on the 18 day of September, A.D. 2017.

 

  By: /s/ Matthew Dwyer
  Name: Matthew Dwyer
    Print or Type
     
  Title: President
    Print or Type

 

 

  Delaware Page 1
  The First State  

  

I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF INCORPORATION OF “TRANS GLOBAL GROUP, INC.” FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF SEPTEMBER, A.D.
2017, AT 11:31 O’CLOCK A.M.

 

A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 

6547224 8100F 19153443 ex3 1 001 ProxyEgg Form 10-12B TRANS GLOBAL GROUP, INC. - StreetInsider.com  19153443 ex3 1 002 ProxyEgg Form 10-12B TRANS GLOBAL GROUP, INC. - StreetInsider.com 
SR# 20176202002   Authentication: 203241162
You may verify this certificate online at corp.delaware.gov/authver.shtml Date: 09-18-17

 

 

State of Delaware  
Secretary of State  
Division of Corporations  
Delivered 11:31 AM 09/18/2017  
FILED 11:31 AM 09/18/2017  
SR 20176202002 – File Number 6547224  

 

STATE
OF DELAWARE
 

CERTIFICATE
OF INCORPORATION

 

 

A
STOCK CORPORATION

 

ARTICLE I

The
name if this corporation is:

 

TRANS
GLOBAL GROUP, INC.

 

ARTICLE
I
I

 

Its
registered office in the State of Delaware is to be located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle,
Zip Code 19808

 

The
registered agent in charge thereof is Corporation Service Company.

 

Offices
for the transaction of any business of the Corporation, and where meeting of the Board of Directors and of Shareholders may be held,
may be established and maintained in any part of the State of Delaware, or in any other state, territory, or possession of the
United States.

 

ARTICLE
III

 

The
general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under
the laws of the United States and the State of Delaware. This Corporation shall have perpetual existence.

 

ARTICLE
IV

 

This
Corporation is authorized to issue Seven Billion Eight Hundred and Ninety Million (7,890,000,000) in two classes of shares of stock to
be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation
is authorized to issue is Seven Billion Eight Hundred and Eighty Eight Million Five Hundred Thousand (7,888,500,000) shares, par value
$0.0001 per share. The total number of shares of Preferred Stock which this Corporation is authorized to issue is One Million Five Hundred
Thousand (1,500,000) shares, $.0001 par value per share.

 

The
shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board
of Directors”) is expressly authorized to provide for the issue of all or any of the shares of Preferred Stock in one or more series,
and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers,
and such designations, preferences, and relative, participating, options, or other rights and such qualifications, limitations, or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue
of such shares (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware.
The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series
shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

 

 

Designation
of Series AA Preferred Stock

 

Of
the 1,500,000 shares of Preferred Stock, par value $.0001 per share, authorized pursuant to the Articles of Incorporation, 1,500,000
of such shares are hereby designated as “Series AA Preferred Stock.” The powers, designations, preferences, rights,
privileges, qualifications, limitations and restrictions applicable to the Series AA Preferred Stock are as follows:

 

A.
Designation.
There is hereby designated a series of Preferred Stock denominated as “Series AA Preferred Stock,”
consisting of 1,500,000 shares, $.0001 par value per share, having the powers, preferences, rights and limitations set forth below.

 

B.
Liquidation Rights.
The holders of the Series AA Preferred Stock shall have liquidation rights as follows (the “Liquidation
Rights”):

 

1.
Payments. In the event of any liquidation, dissolution or winding up of the Company, holders of shares of Series AA Preferred
Stock are entitled to receive, out of legally available assets, a liquidation preference of $0.0001 per share, and no more, before any
payment or distribution is made to the holders of the Corporation’s common stock (the “Common Stock”). But the holders of Series
AA Preferred Stock will not be entitled to receive the liquidation preference of such shares until the liquidation preferences of any
series or class of the Corporation’s stock hereafter issued that ranks senior as to liquidation rights to the Series AA Preferred Stock
(“senior liquidation stock”) has been paid in full. The holders of Series AA Preferred Stock and all other series or classes
of the Corporation’s stock hereafter issued that rank on a parity as to liquidation rights with the Series AA Preferred Stock are entitled
to share ratably, in accordance with the respective preferential amounts payable on such stock, in any distribution (after payment of
the liquidation preference of the senior liquidation stock) which is not sufficient to pay in full the aggregate of the amounts payable
thereon. After payment in full of the liquidation preference of the shares of Series AA Preferred Stock, the holders of such shares will
not be entitled to any further participation in any distribution of assets by the Corporation.

 

2.
Corporation Action. Neither a consolidation, merger or other business combination of the Corporation with or into another corporation
or other entity, nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property will be considered
a liquidation, dissolution or winding upon the Corporation.

 

 

C. Conversion.
The holders of the Series AA Preferred Stock shall have the right to convert their Series AA Preferred Stock into Common Stock at
the rate of 10,000 shares of Common Stock for each share of Series AA Preferred Stock outstanding. Such conversion right may be
exercised at any time during which the Series AA Preferred Stock is outstanding. Notwithstanding the foregoing, the Series AA
Preferred Stock may not be converted into Common Stock except to the extent that, at the time of conversion, there are a sufficient
number of authorized but unissued and unreserved shares of Common Stock available to permit conversion. Any holder of Series AA
Preferred Stock desiring to convert its Series AA Preferred Stock shall provide a written notice of conversion to the Company
specifying the number of shares to be converted, accompanied by the certificate evidencing the Series AA Preferred Stock to be
converted, as well as a duly executed stock power with signature medallion guaranteed (“Conversion Notice”). In the
event that, at the time of its receipt of the Conversion Notice, the Company does not have a sufficient number of authorized but
unissued and unreserved shares of Common Stock to permit conversion of all outstanding shares of Series AA Preferred Stock, it
shall, within five (5) business days following its receipt of the Conversion Notice, provide written notice of its receipt of the
Conversion Notice to all holders of Series AA Preferred Stock (the “Company Notice’’). Each holder of Series AA
Preferred Stock shall then have a period of five (5) business days from the date of the Company Notice in which to provide written
notice to the Company of such holder’s election to convert its Series AA Preferred Stock into its pro-rata portion of the
authorized but unissued and unreserved Common Stock issuable pursuant to the Conversion Notice. The Company shall issue Common Stock
upon conversion of the Series AA Preferred Stock based upon the Conversion Notice and responses to the Company Notice, if any. The
first Conversion Notice received by the Company shall govern the issuance of Common Stock to all holders of Series AA Preferred
Stock and the Company shall not recognize any other Conversion Notice until the issuance of Common Stock based upon the initial
Conversion Notice has been completed. Future Conversion Notices shall be governed by the process set forth in this
paragraph.

 

D.
Voting Rights.
The holders of the Series AA Preferred Stock shall have 10,000 votes per share of Series AA Preferred Stock,
and shall be entitled to vote on any and all matters brought to a vote of stockholders of Common Stock, and shall vote as a group with
and on the same basis as holders of Common Stock. Holders of Series AA Preferred Stock shall be entitled to notice of all stockholder
meetings or written consents with respect to which they would be entitled to vote, which note would be provided pursuant to the Corporation’s
By-Laws and applicable statutes. Except as otherwise set forth herein, and except as otherwise required by law, holders of Series AA
Preferred Stock shall have not have class voting rights on any matter.

 

E.
Protective Provisions.
So long as shares of Series AA Preferred Stock are outstanding, the Corporation shall not, without
first obtaining the approval (by voting or written consent, as provided by Delaware law) of the holders of at least a majority of the
then outstanding shares of Series AA Preferred Stock:

 

Alter
or change the rights, preferences or privileges of the shares of Series AA Preferred Stock so as to affect adversely the holders of Series
AA Preferred Stock; or

 

Do any act or thing not authorized or contemplated by this Designation which would result in taxation of the holders of shares of the Series AA Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended).

 

F.
Preferences.
Nothing contained herein shall be construed to prevent the Board of Directors of the Corporation from issuing
one or more series of preferred stock with such preferences as may be determined by the Board of Directors, in its discretion.

 

G.
Amendments.
Subject to Section E above, the designation, number of, and voting powers, designations, preferences, limitations,
restrictions and relative rights of the Series AA Preferred Stock may be amended by a resolution of the Board of Directors. At any time
there are no shares of Series AA Preferred Stock outstanding, the Board of Directors may eliminate the Series AA Preferred Stock by amendment
to these Articles of Amendment.

 

H.
Adjustments,
The outstanding shares of Series AA Preferred Stock shall be proportionately adjusted to reflect any forward
split or reverse split of the Corporation’s Common Stock occurring after the issuance of Series AA Preferred Stock.

 

ARTICLE
V

 

The
Board of Directors shall consist of at least one (1) and not more than ten (10) persons, as determined from time to time by the Board
of Directors. The directors of this Corporation need not be shareholders.

 

ARTICLE
VI

 

To
the fullest extent permitted by the law, no director or officer of the Corporation shall be personally liable to the Corporation of its
shareholders for damages for breach of any duty owed to the Corporation or its shareholders. To the fullest extent permitted by the State
of Delaware, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action,
suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the
request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation;
or (iii) is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or
was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation. Unless
otherwise expressly prohibited by the State of Delaware, and the except as otherwise provided in the previous sentence, the Board of
Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify,
or advance expenses to, any person made, or threatened to be made, a PartY any action, suit, or proceeding by reason of the fact such
person is or was any officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.

 

ARTICLE
VII

 

The
name and mailing address of the incorporator are as follows:

 

Matthew
Dwyer, 6810 N state Road 7, Coconut Creek, FL 33073

 

I,
THE Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this
Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 18th day
of September, 2017.

 

  By: /s/ Matthew Dwyer
    Incorporator 
     
  Name:  Matthew Dwyer

7

Exhibit
3.2

 

BYLAWS

of

Trans
Global Group, Inc.,

a
Nevada corporation

 

ARTICLE
I
DEFINITIONS

 

1.1. Certain
Defined Terms
. As used in these Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

 

(a) “Articles
of Incorporation
” means the Articles of Incorporation of the Company, as further amended, supplemented, or restated from time
to time.

 

(b) “Assistant
Secretary
” means an Assistant Secretary of the Company.

 

(c) “Assistant
Treasurer
” means an Assistant Treasurer of the Company.

 

(d) “Board
means the Board of Directors of the Company.

 

(e) “Bylaws
means these Bylaws of the Company, as further amended from time to time.

 

(f) “Chairman
means the Chairman of the Board of Directors of the Company, if any.

 

(g) “Chief
Executive Officer
” means the Chief Executive Officer of the Company.

 

(h) “Company
means Trans Global Group, Inc.., a Nevada corporation.

 

(i) “Directors
means members of the Board.

 

(j) “Entire
Board
” means all then authorized Directors of the Company.

 

(k) “Exchange
Act
” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations
promulgated thereunder.

 

(l) “Office
of the Company
” means the executive office of the Company.

 

(m) “President
means the President of the Company.

 

(n) “Revised
Statutes
” means Chapter 78 of the Nevada Revised Statutes, as amended, or any successor statute thereto.

 

(o) “SEC
means the United States Securities and Exchange Commission or any governmental authority that may be the successor thereto.

 

(p) “Secretary
means the Secretary of the Company. 

 

(q) “Securities
Act
” means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations promulgated
thereunder.

 

(r) “Stockholders
means stockholders of the Company.

 

(s) “Treasurer
means the Treasurer of the Company.

 

(t) “Vice
President
” means a Vice President of the Company.

 

1.2. Other
Defined Terms
. Unless the context otherwise requires, all other capitalized terms shall have the meanings set forth in the other
Articles and Sections of these Bylaws.

 

ARTICLE
II

OFFICES

 

2.1. Registered
Office and Registered Agent
. The location of the registered office and the name of the registered agent of the Company in the State
of Nevada shall be determined from time to time by the Board and on file in the appropriate office of the State of Nevada pursuant to
applicable provisions of law. Unless otherwise permitted by law, the address of the registered office of the Company and the address
of the business office of the registered agent shall be identical.

 

2.2. Other
Offices
. The Company may also have offices at such other places both within and without the State of Nevada as the Board may from
time to time determine or the business of the Company may require. The Office of the Company may be fixed and so designated from time
to time by the Board, but the location or residence of the Company in Nevada shall be deemed for all purposes to be in the county in
Nevada in which its registered office is maintained.

 

ARTICLE
III
STOCKHOLDERS

 

3.1. Place
of Meetings.
Every meeting of Stockholders may be held at such place, within or without the State of Nevada, as may be designated
by resolution of the Board from time to time. The Board may, in its sole discretion, determine that the meeting of Stockholders shall
not be held at any place, but may instead be held solely by means of remote communication in accordance with Nevada law.

 

3.2. Annual
Meeting.
A meeting of Stockholders shall be held annually for the election of Directors at such date and time as may be designated
by resolution of the Board from time to time. Any other business may be transacted at the annual meeting.

 

3.3. Special
Meetings.
Special meetings of Stockholders may be called only by (a) the Chief Executive Officer, or (b) a majority of
the members of the Board, and may not be called by any other person or persons. Business transacted at any special meeting of Stockholders
shall be limited to the purpose stated in the notice for such meeting.

 

3.4 Action
Without Meeting.
Any action required or permitted to be taken at any meeting of the Stockholders of the Company may be taken without
a meeting, without prior notice, and without a vote, if the holders of outstanding stock of the Company having not less than the minimum
number of votes that would be necessary to take such action at a duly convened meeting of the Stockholders consent in writing or by electronic
transmission (to the extent permitted by law) to such action, and the writings or electronic transmissions are filed with the minutes
of proceedings of the Stockholders. Such filings shall be in paper form if the minutes are maintained in paper form and shall be in electronic
form if the minutes are maintained in electronic form.

 

3.5. Fixing
Record Date.
For the purpose of (A) determining the Stockholders entitled (1) to notice of or to vote at any meeting of
Stockholders or any adjournment thereof or (2) to receive payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion, or exchange of stock; or (B) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date was adopted
by the Board and which record date shall not be (i) in the case of clause (A)(1) above, more than sixty (60) days nor less
than ten (10) days before the date of such meeting, and (ii) in the case of clause (A)(2) or (B) above, more than
sixty (60) days prior to such action. If no such record date is fixed:

 

(a) The
record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the close of business
on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding
the day on which the meeting is held; and

 

(b) The
record date for determining Stockholders for any purpose other than those specified in Section 3.5(a) hereof shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. When a determination of Stockholders of record entitled
to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 3.5, such determination shall apply
to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

 

3.6. Notice
of Meetings of Stockholders.
Whenever under the provisions of applicable law, the Articles of Incorporation, or these Bylaws, Stockholders
are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date, and hour of the meeting,
the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at
such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting shall
be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Stockholder entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed
to the Stockholder at his or her address as it appears on the records of the Company. An affidavit of the Secretary, the Assistant Secretary,
or the transfer agent of the Company that the notice required by this Section 3.6 has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein. Any meeting of Stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place. When a meeting is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted at the meeting as originally called. If, however, the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each Stockholder of record entitled to vote at the meeting.

 

3.7. Waivers
of Notice.
Waiver of a notice required to be given to a Stockholder in a writing signed by such Stockholder shall constitute a waiver
of notice of the meeting, whether executed and/or delivered before or after such meeting. Attendance by a Stockholder at a meeting shall
constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in
any waiver of notice.

 

3.8. List
of Stockholders.
The Secretary shall prepare and make, or cause to be prepared and made, at least ten (10) days before every meeting
of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination
of any Stockholder, such Stockholder’s agent, or attorney, at such Stockholder’s expense, for any purpose germane to the
meeting, for a period of at least ten (10) days prior to the meeting, during ordinary business hours at the Office of the Company, or
on a reasonably accessible electronic network as provided by applicable law. If the meeting is to be held at a place other than the Office
of the Company, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any Stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be
open for examination as provided by applicable law. Upon the willful neglect or refusal of the Directors to produce such a list at any
meeting for the election of Directors, they shall be ineligible for election to any office at such meeting. Except as provided by applicable
law, the Company’s stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the Company’s
stock ledger, the list of Stockholders, or the books of the Company, or to vote in person or by proxy at any meeting of Stockholders.

 

3.9. Quorum
of Stockholders; Adjournment.
At each meeting of Stockholders, the presence in person or by proxy of the holders of a majority in
voting power of all outstanding shares of stock entitled to vote at the meeting of Stockholders shall constitute a quorum for the transaction
of any business at such meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall
consist of no less than a majority in voting power of the shares of such class or series or classes or series. When a quorum is present
to organize a meeting of Stockholders and for purposes of voting on any matter, the quorum for such meeting or matter is not broken
by the subsequent withdrawal of any Stockholders. In the absence of a quorum, the holders of a majority in voting power of the shares
of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum
is present, may adjourn such meeting to another time and place. Shares of its own stock belonging to the Company or to another corporation,
if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly,
by the Company, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of the Company to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

 

3.10. Voting;
Proxies.
Subject to any voting rights that may be granted to a holder of shares of a series of the Company’s preferred stock
then outstanding, every Stockholder entitled to vote at any meeting of Stockholders shall be entitled to one (1) vote for each share
of stock held by such Stockholder which has voting power upon the matter in question. At any meeting of Stockholders, all matters, except
as otherwise provided by any provision of the Articles of Incorporation or these Bylaws requiring a different proportion, the rules and
regulations of any stock exchange or stock quotation system applicable to the Company, applicable law, or pursuant to any rules or regulations
applicable to the Company or its securities, shall be decided by the affirmative vote of a majority in voting power of shares of stock
present in person or represented by proxy and entitled to vote thereon. At all meetings of Stockholders for the election of Directors,
a plurality of the votes cast shall be sufficient to elect a Director. Each Stockholder entitled to vote at a meeting of Stockholders
may authorize another person or persons to act for such Stockholder by proxy, but no such proxy shall be voted or acted upon after six
(6) months from its date unless the proxy provides for a longer period not to exceed seven (7) years. A proxy shall be irrevocable if
it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable
power. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the
Secretary a revocation of the proxy or by delivering a new proxy bearing a later date.

 

3.11. Voting
Procedures and Inspectors of Election at Meetings of Stockholders.
The Board, in advance of any meeting of Stockholders, may appoint
one (1) or more inspectors, who may be employees of the Company, to act at the meeting and make a written report thereof. The Board may
designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is
able to act at a meeting, the person presiding at the meeting may appoint one (1) or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding
and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count
all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their
count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance
of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter
upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced
at the meeting. No ballot, proxies, or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after
the closing of the polls unless any court properly applying jurisdiction over the Company upon application by a Stockholder shall determine
otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider
such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector
at such election.

 

3.12. Conduct
of Meetings; Organization; Director Nominations; and Other Stockholder Proposals.

 

(a) The
Board may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate.
At each meeting of Stockholders, the Chairman, or if there is no Chairman or if there be one and the Chairman is absent, the Chief Executive
Officer, or in the absence of the Chief Executive Officer, the President, or in the absence of the President, a Vice President, and in
case more than one (1) Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation,
the most senior Vice President, based on age, present), shall preside over the meeting. Except to the extent inconsistent with such rules
and regulations as are adopted by the Board, the person presiding over any meeting of Stockholders shall have the right and authority
to convene and to adjourn the meeting, to prescribe such rules, regulations, and procedures, and to do all such acts as, in the judgment
of such person, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the
Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment
of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety
of those present, (iii) limitations on attendance at or participation in the meeting applicable to Stockholders of record of the
Company, their duly authorized and constituted proxies, or such other persons as the person presiding over the meeting shall determine,
(iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time
allotted to questions or comments by participants. The presiding officer at any meeting of Stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting
that a matter or business was not properly brought before the meeting, and if such presiding officer should so determine, such person
shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.
Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of Stockholders shall not be required
to be held in accordance with the rules of parliamentary procedure. The Secretary, or in his or her absence, one of the Assistant Secretaries,
shall act as secretary of the meeting. In case none of the officers above designated to act as the person presiding over the meeting
or as secretary of the meeting, respectively, shall be present, a person presiding over the meeting or a secretary of the meeting, as
the case may be, shall be designated by the Board, and in case the Board has not so acted, in the case of the designation of a person
to act as secretary of the meeting, the person to act as secretary of the meeting shall be designated by the person presiding over the
meeting.

 

(b) Only
persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons
for election to the Board may be made at an annual meeting or special meeting of Stockholders only (i) by or at the direction of
a majority of the Entire Board, (ii) by a committee of the Board specifically authorized to nominate Directors, or (iii) by any
Stockholder of the Company who was a Stockholder of record of the Company at the time the notice provided for in this Section 3.12 is
delivered to the Secretary, who is entitled to vote for the election of Directors at the meeting, and who complies with the applicable
provisions of Section 3.12(d) hereof (persons nominated in accordance with (iii) above are referred to herein as “Stockholder
Nominees
”).

 

(c) At
any annual meeting of Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting of Stockholders, (i) business must be specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of
the Board, or (iii) otherwise properly brought before the meeting by a Stockholder who was a Stockholder of record of the Company
at the time the notice provided for in this Section 3.12 is delivered to the Secretary, who is entitled to vote at the meeting, and who
complies with the applicable provisions of Section 3.12(d) hereof (business brought before the meeting in accordance with (iii) above
is referred to as “Stockholder Business”).

 

(d) At
any annual or special meeting of Stockholders (i) all nominations of Stockholder Nominees must be made by timely written notice
given by or on behalf of a Stockholder of record of the Company (the “Notice of Nomination”), and (ii) all proposals
of Stockholder Business must be made by timely written notice given by or on behalf of a Stockholder of record of the Company (the “Notice
of Business
”). To be timely, the Notice of Nomination or the Notice of Business, as the case may be, must be delivered personally
to, or mailed to, and received at the Office of the Company, addressed to the attention of the Secretary, (i) in the case of the
nomination of a person for election to the Board, or business to be conducted, at an annual meeting of Stockholders, not less than ninety
(90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date of the prior year’s annual
meeting of Stockholders or (ii) in the case of the nomination of a person for election to the Board at a special meeting of Stockholders,
not more than one hundred and twenty (120) days prior to and not less than the later of (A) ninety (90) days prior to such special meeting
or (B) the tenth (10th) day following the day on which the notice of such special meeting was made by mail or Public Disclosure; provided,
however, that in the event that (1) the annual meeting of Stockholders is advanced by more than thirty (30) days, or delayed by
more than seventy (70) days, from the first anniversary of the prior year’s annual meeting of Stockholders, (2) no annual
meeting was held during the prior year, or (3) in the case of the Company’s first annual meeting of Stockholders as a corporation
with a class of equity security registered under the Securities Act, notice by the Stockholder, to be timely, must be received (x) no
earlier than one hundred and twenty (120) days prior to such annual meeting and (y) no later than the later of ninety (90) days
prior to such annual meeting or ten (10) days following the day the notice of such annual meeting was made by mail or Public Disclosure,
regardless of any postponement, deferral, or adjournment of the meeting to a later date. In no event shall the Public Disclosure of an
adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of
the Notice of Nomination or Notice of Business, as applicable.

 

Notwithstanding
anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board
at an annual meeting is increased and there is no public announcement by the Company naming the nominees for the additional directorships
at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall
also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered at the Office
of the Company, addressed to the attention of the Secretary, not later than the close of business on the tenth (10th) day following the
day on which such public announcement is first made by the Company.

 

The
Notice of Nomination shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing to make
nominations, as they appear on the Company’s books, (ii) the class and number of shares of stock held of record and beneficially
by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of
the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (iv) all
information regarding each Stockholder Nominee that would be required to be set forth in a definitive proxy statement filed with the
SEC pursuant to Section 14 of the Exchange Act, and as well as the written consent of each such Stockholder Nominee to be named in a
proxy statement as a nominee and to serve if elected, and (v) all other information that would be required to be filed with the
SEC if the person proposing such nominations were a participant in a solicitation subject to Section 14 of the Exchange Act. The Company
may require any Stockholder Nominee to furnish such other information as it may reasonably require to determine the eligibility of such
Stockholder Nominee to serve as a Director of the Company. The person presiding at the meeting shall, if the facts warrant, determine
and declare to the meeting that any proposed nomination of a Stockholder Nominee was not made in accordance with the foregoing procedures
and, if he or she should so determine, the defective nomination shall be disregarded.

 

The
Notice of Business shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing such Stockholder
Business, as they appear on the Company’s books, (ii) the class and number of shares of stock held of record and beneficially
by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of
the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business, (iv) a
brief description of the Stockholder Business desired to be brought before the annual meeting, the text of the proposal (including the
text of any resolutions proposed for consideration), and, in the event that such business includes a proposal to amend the Bylaws, the
language of the proposed amendment, and the reasons for conducting such Stockholder Business at the annual meeting, (v) any material
interest of the Stockholder and/or beneficial owner in such Stockholder Business, and (vi) all other information that would be required
to be filed with the SEC if the person proposing such Stockholder Business were a participant in a solicitation subject to Section 14
of the Exchange Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting of
Stockholders except in accordance with the procedures set forth in this Section 3.12(d), provided, however, that nothing in this Section
3.12(d) shall be deemed to preclude discussion by any Stockholder of any business properly brought before the annual meeting in accordance
with said procedure. Nevertheless, it is understood that Stockholder Business may be excluded if the exclusion of such Stockholder Business
is or would be permitted by the applicable regulations of the SEC (whether or not the Company is subject to such regulations). Only such
business shall be conducted at a special meeting of Stockholders as shall have been brought before the meeting pursuant to the Company’s
notice of meeting. The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the foregoing procedures and, if he or she should so determine, any such
business not properly brought before the meeting shall not be transacted.

 

Notwithstanding
the foregoing provisions of this Section 3.12, if the Stockholder (or a qualified representative of the Stockholder) does not appear
at the annual or special meeting of Stockholders to present the Stockholder Nominee or the Stockholder Business, as applicable, such
nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the Company.

 

For
purposes of this Section 3.12, “Public Disclosure” shall be deemed to be first made when disclosure of such date of
the annual or special meeting of Stockholders, as the case may be, is first made in a press release issued through PR Newswire, Business
Wire, or comparable news service, or in a document publicly filed by the Company with the SEC pursuant to Sections 13, 14, or 15(d) of
the Exchange Act.

 

Notwithstanding
the foregoing, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section 3.12. Nothing in this Section 3.12 shall be deemed to affect any rights of the
holders of any series of preferred stock of the Company pursuant to any applicable provision of the Articles of Incorporation.

 

3.13. Order
of Business.
The order of business at all meetings of Stockholders shall be as determined by the person presiding over the meeting.

 

ARTICLE
IV
DIRECTORS

 

4.1. General
Powers.
The business and affairs of the Company shall be managed by, or under the direction of, the Board. The Board may adopt such
rules and regulations, not inconsistent with the Articles of Incorporation, these Bylaws, or applicable law, as it may deem proper for
the conduct of its meetings and the management of the Company.

 

4.2. Number;
Qualification; Term of Office.
The total number of Directors constituting the Entire Board shall initially be two (2). Unless the
Articles of Incorporation provide otherwise, the number of Directors constituting the entire Board may be determined from time to time
by resolution of the Board. Directors need not be Stockholders. Each Director shall hold office until a successor is duly elected and
qualified or until the Director’s earlier death, resignation, disqualification, or removal. No reduction of the authorized
number of Directors shall have the effect of removing any Director before that Director’s term expires.

 

4.3. Election.
Directors shall be elected by a plurality of the votes cast at a meeting of Stockholders by the holders of shares present in person
or represented by proxy at the meeting and entitled to vote in the election.

 

4.4. Newly
Created Directorships and Vacancies.
Subject to the rights of the holders of any series of Preferred Stock then outstanding, any
newly created Directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board resulting
from death, resignation, retirement, disqualification, removal from office, or other cause may be filled by a majority vote of the remaining
Directors then in office although less than a quorum, or by a sole remaining Director, and a Director so chosen shall hold office until
the next election of Directors or until his or her successor is duly elected and qualified. No decrease in the number of Directors constituting
the Board shall shorten the term of any incumbent Director. When any Director shall give notice of resignation effective at a future
date, the Board may fill such vacancy to take effect when such resignation shall become effective in accordance with the Revised Statutes.

 

4.5. Resignation.
Any Director may resign at any time upon notice given in writing or by electronic transmission to the Company. Such resignation shall
take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall
not be necessary to make it effective.

 

4.6. Removal.
Except for such Directors, if any, as are elected by the holders of any series of Preferred Stock, as provided for or fixed pursuant
to the provisions of Article IV(A) of the Articles of Incorporation, any Director, or the Entire Board, may be removed from office at
any time, with or without cause, by the affirmative vote of at least a majority of the total voting power of the outstanding shares of
stock of the Company entitled to vote at a meeting of stockholders called for that purpose, and the vacancy of the Board caused by any
such removal may be filled by the stockholders at such meeting.

 

4.7. Compensation.
Each Director, in consideration of his or her service as such, shall be entitled to receive from the Company such amount per annum
or such fees for attendance at Directors’ meetings, or both, as the Board, or an authorized committee thereof, may from time to
time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection
with the performance of his or her duties. Each Director who shall serve as a member of any committee of Directors, including as chairperson
of such committee of Directors, in consideration of serving as such shall be entitled to such additional amount per annum or such fees
for attendance at committee meetings, or both, as the Board, or an authorized committee thereof, may from time to time determine, together
with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties.
Nothing contained in this Section 4.7 shall preclude any Director from serving the Company or its subsidiaries in any other capacity
and receiving proper compensation therefor.

 

4.8. Regular
Meetings.
Regular meetings of the Board may be held without notice at such times and at such places within or without the State of
Nevada as shall from time to time be determined by the Board.

 

4.9. Special
Meetings.
Special meetings of the Board may be held at any time or place, within or without the State of Nevada, whenever called
by the Chairman, Chief Executive Officer, President, or Secretary, or by any two (2) or more Directors then serving as Directors, on
at least twenty-four (24) hours’ notice to each Director given by one of the means specified in Section 4.12 hereof other than
by mail, or on at least three (3) days’ notice if given by mail. Special meetings shall be called by the Chairman, Chief Executive
Officer, President, or Secretary in like manner and on like notice on the written request of any two (2) or more of the Directors then
serving as Directors.

 

4.10. Telephone
Meetings.
Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee
by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 4.10 shall constitute presence in person at such meeting.

 

4.11. Adjourned
Meetings.
A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum
is present, may adjourn such meeting to another time and place. At least twenty-four (24) hours’ notice of any adjourned meeting
of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by
one of the means specified in Section 4.12 hereof other than by mail, or at least three (3) days’ notice if by mail. Any business
may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

 

4.12. Notice
Procedure.
Subject to Sections 4.8 and 4.9 hereof, whenever notice is required to be given by the Company to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address
as it appears on the records of the Company, with postage thereon prepaid, or by telegram, telex, telecopy, e-mail, or other means of
electronic transmission.

 

4.13. Waiver
of Notice.
Waiver by a Director in writing of notice of a Director’s meeting shall constitute a waiver of notice of the meeting,
whether executed and/or delivered before or after such meeting. Attendance by a Director at a meeting shall constitute a waiver of notice
of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any written
waiver of notice.

 

4.14. Organization.
At each meeting of the Board, the Chairman, or in the absence of the Chairman, the Chief Executive Officer, or in the absence of
the Chief Executive Officer, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present,
shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting
of the Board, the Assistant Secretary shall perform the duties of secretary at such meeting, and in the absence from such meeting of
the Secretary and all the Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the
meeting.

 

4.15. Quorum
of Directors.
The presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board.

 

4.16. Action
by Majority Vote.
Except as otherwise expressly required by applicable law, the act of a majority of the Directors present at a meeting
at which a quorum is present shall be the act of the Board.

 

4.17. Action
Without Meeting.
Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission
(to the extent permitted by law) before or after the meeting, and the writing or writings or electronic transmission or transmissions
are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained
in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

ARTICLE
V
COMMITTEES OF THE BOARD

 

The
Board may, by resolution, designate one (1) or more committees, each committee to consist of at least one (1) Director of the Company.
The Board may adopt charters for any of such committees. The Board may designate one (1) or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent
from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act
at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law
and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and
may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize
the seal of the Company to be affixed to all papers that may require it. The Board may remove any Director from any committee at any
time, with or without cause. Unless otherwise specified in the resolution of the Board designating a committee or the charter for such
committee, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for
the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum
shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise provides, each
committee designated by the Board may make, alter, and repeal rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article IV of these Bylaws.

 

ARTICLE
VI
OFFICERS

 

6.1. Positions.
The officers of the Company shall be a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers as
the Board may elect, including one (1) or more Vice Presidents, who shall exercise such powers and perform such duties as shall be determined
from time to time by resolution of the Board. The Board may elect one (1) or more Vice Presidents as Executive Vice Presidents and may
use descriptive words or phrases to designate the standing, seniority, or areas of special competence of the Vice Presidents elected
or appointed by it. Any number of offices may be held by the same person.

 

6.2. Appointment
of Officers.
The Board shall appoint officers of the Company, except such officers as may be appointed by the Chief Executive Officer
in accordance with these bylaws.

 

6.3. Subordinate
Officers.
The Board may appoint, or empower the Chief Executive Officer (or other designated officer) to appoint, such other officers
and agents as the business of the Company may require, each such officer to hold office for such period of time and have such authority,
and perform such duties, as are provided in these Bylaws or as the Board may from time to time determine.

 

6.4. Term
of Office.
Each officer of the Company shall hold office for the term for which he or she is elected and until such officer’s
successor is elected and qualifies or until such officer’s earlier death, resignation, or removal. Any officer may resign at any
time upon written notice to the Company. Such resignation shall take effect at the date of receipt of such notice or at such later time
as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
The resignation of an officer shall be without prejudice to the contract rights of the Company, if any. Any officer may be removed at
any time, with or without cause, by the Board. Any vacancy occurring in any office of the Company may be filled by the Board. The removal
of an officer, with or without cause, shall be without prejudice to the officer’s contract rights, if any. The election or appointment
of an officer shall not of itself create contract rights.

 

6.5. Fidelity
Bonds.
The Company may secure the fidelity of any or all of its officers or agents by bond or otherwise.

 

6.6. Chief
Executive Officer
. The Chief Executive Officer shall have general supervision over the business of the Company, subject, however,
to the control of the Board and of any duly authorized committee of the Board. The Chief Executive Officer may sign and execute in the
name of the Company deeds, mortgages, bonds, contracts, and other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by resolution of the Board or by these Bylaws to some other officer or agent of the Company or shall be
required by applicable law otherwise to be signed or executed, and, in general, the Chief Executive Officer shall perform all duties
incident to the office of Chief Executive Officer of a corporation and such other duties as may from time to time be assigned to the
Chief Executive Officer by resolution of the Board.

 

6.7. President.
At the request of the Chief Executive Officer, or, in the Chief Executive Officer’s absence, at the request of the Board, the
President shall perform all of the duties of the Chief Executive Officer and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the Chief Executive Officer. The President may sign and execute in the name of the Company deeds, mortgages,
bonds, contracts, and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution
of the Board or by these Bylaws to some other officer or agent of the Company or shall be required by applicable law otherwise to be
signed or executed, and, in general, the President shall perform all duties incident to the office of President of a corporation and
such other duties as may from time to time be assigned to the President by resolution of the Board.

 

6.8. Vice
Presidents.
At the request of the President, or, in the President’s absence, at the request of the Board, the Vice Presidents
shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on title)
perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon,
the President. Any Vice President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, and other instruments,
except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these Bylaws
to some other officer or agent of the Company, or shall be required by applicable law otherwise to be signed or executed, and each Vice
President shall perform such other duties as from time to time may be assigned to such Vice President by resolution of the Board or by
the President.

 

6.9. Secretary.
The Secretary shall attend all meetings of the Board and of the Stockholders, shall record all the proceedings of the meetings of
the Board and of the Stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when
requested or required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the Stockholders
and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision the Secretary shall
be. The Secretary shall have custody of the corporate seal of the Company, and the Secretary or Assistant Secretary shall have authority
to affix the same on any instrument requiring it, and when so affixed, the seal may be attested by the signature of the Secretary. The
Board may, by resolution, give general authority to any other officer to affix the seal of the Company and to attest the same by such
officer’s signature. The Secretary or Assistant Secretary may also attest all instruments signed by the Chief Executive Officer,
President, or any Vice President. The Secretary shall keep the Company’s stock ledger, shall have charge of all the books, records,
and papers of the Company relating to its organization and management, shall see that the reports, statements, and other documents required
by applicable law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary of a corporation
and such other duties as may from time to time be assigned to the Secretary by resolution of the Board or by the Chief Executive Officer
or President.

 

6.10. Treasurer.
The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, and notes of the Company; receive
and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all such moneys and valuable effects
in the name and to the credit of the Company in such depositaries as may be designated by the Board; against proper vouchers, cause such
funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined
by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Company;
have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to
any and all financial transactions of the Company from the officers or agents transacting the same; render to the Chief Executive Officer,
President, or the Board, whenever the Chief Executive Officer, President, or the Board shall request or require the Treasurer so to do,
an account of the financial condition of the Company and of all financial transactions of the Company; disburse the funds of the Company
as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties
as may from time to time be assigned to the Treasurer by resolution of the Board or by the Chief Executive Officer or President.

 

6.11 Assistant
Secretaries and Assistant Treasurers.
Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned
to them by the Secretary or the Treasurer, respectively, or by resolution of the Board or by the Chief Executive Officer or President.

 

ARTICLE
VII

CHAIRMAN

 

7.1. Chairman.
From its members, the Board may appoint a Chairman. The Chairman shall perform all duties incident to the position of Chairman of a corporation
and such other duties as may from time to time be assigned to the Chairman by resolution of the Board.

 

7.2. Removal.
The Chairman may be removed from the position of Chairman, with or without cause, at any time by resolution of the Board.

 

7.3. Resignation.
The Chairman may resign from the position of Chairman at any time by giving written notice of his resignation to another member of the
Board, the Chief Executive Officer, the President, or the Secretary. Such resignation shall take effect at the date of receipt of such
notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective. 

 

7.4. Vacancy.
A vacancy in the office of the Chairman due to death, resignation, removal, disqualification, or any other cause may be filled for the
unexpired portion of the term thereof by a resolution adopted by a majority of the remaining members of the Board.

 

7.5. Compensation.
The compensation, if any, to be received by the Chairman shall be fixed by the Board.

 

ARTICLE
VIII

LIMITATION
OF LIABILITY

 

To
the fullest extent permitted under the Revised Statutes, as amended from time to time, no Director or officer of the Company shall be
personally liable to the Company or its stockholders for monetary damages for any act or omission as a Director or officer, provided
that this provision shall not eliminate or limit the liability of a Director or officer for any breach of such person’s fiduciary
duty to the Company or its stockholders, which breach involves intentional misconduct, fraud, or a knowing violation of law. If the Revised
Statutes are hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors or officers,
then the liability of a Director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the Revised
Statutes as so amended. Any amendment, repeal, or modification of the foregoing provision shall not adversely affect any right or protection
of a Director or officer of the Company hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal,
or modification.

 

ARTICLE
IX
INDEMNIFICATION

 

9.1. Right
to Indemnification.

 

(a)
The Company shall indemnify and hold harmless, to the fullest extent permitted by, and in accordance with procedures set forth in, applicable
law as it presently exists or may hereafter be amended, any person (a “Covered Director”) who was or is made or is
threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a Director of the Company or, while a Director of the Company, is or was serving at the request of the Company
as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit
entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Director. Notwithstanding the
preceding sentence, except as otherwise provided in Section 9.3, the Company shall be required to indemnify a Covered Director in connection
with a Proceeding (or part thereof) commenced by such Covered Director only if the commencement of such Proceeding (or part thereof)
by the Covered Director was authorized by the Board of Directors.

 

(b)
The Company may indemnify and hold harmless, to the fullest extent permitted by, and in accordance with procedures set forth in, applicable
law as it presently exists or may hereafter be amended, any person (a “Covered Officer”) who was or is made or is
threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she, or a person for
whom he or she is the legal representative, is or was an officer of the Company or, while an officer of the Company, is or was serving
at the request of the Company as a director, officer, employee, or agent of an Other Entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred
by such Covered Officer. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.3, the Company may only indemnify
a Covered Officer in connection with a Proceeding (or part thereof) commenced by such Covered Officer if the commencement of such Proceeding
(or part thereof) by the Covered Officer was authorized by the Board of Directors.

 

9.2. Prepayment
of Expenses.

 

(a)
The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Director in defending
any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of
expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Director
to repay all amounts advanced if it ultimately should be determined that the Covered Director is not entitled to be indemnified under
this Article IX or otherwise.

 

(b)
The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Officer in defending
any Proceeding in advance of its final disposition; provided, however, that, such payment of expenses in advance of the final disposition
of the Proceeding shall be made only upon receipt of an undertaking by the Covered Officer to repay all amounts advanced if it ultimately
should be determined that the Covered Officer is not entitled to be indemnified under this Article IX or otherwise.

 

9.3. Claims.
If a claim for indemnification or advancement of expenses under this Article IX is not paid in full within thirty (30) days
after a written claim therefor by the Covered Director or Covered Officer (each a “Covered Person”) has been received
by the Company, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim.

 

9.4. Nonexclusivity
of Rights.
The rights conferred on any Covered Person by this Article IX shall not be exclusive of any other rights that such Covered
Person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of
stockholders, or disinterested directors or otherwise.

 

9.5. Other
Sources.
The Company’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving
at its request as a director, officer, employee, or agent of an Other Entity shall be reduced by any amount such Covered Person may collect
as indemnification or advancement of expenses from such Other Entity.

 

9.6. Insurance.
The Company may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, including but not limited to an employee benefit plan, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would
have the power to indemnify him or her against such liability under the provisions of this Article IX.

 

9.7. Amendment
or Repeal.
Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection
hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

 

9.8. Other
Indemnification and Prepayment of Expenses.
This Article IX shall not limit the right of the Company, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate
action.

 

ARTICLE
X
STOCK AND RECORDS

 

10.1. Certificates
Representing Shares; Uncertificated Shares.
The shares of the Company shall be represented by a certificate signed by or in the name
of the Company by the Chairman, if any, or the Chief Executive Officer, President, or a Vice President and by the Secretary or Treasurer
certifying the number of shares owned by such Stockholder in the Company. Any or all of the signatures upon a certificate may be facsimiles.
In case any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, any certificate
shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued
by the Company with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Notwithstanding
the foregoing, the Board may provide by resolution that some or all of any or all classes or series of the shares of the Company’s
stock shall be uncertificated shares. Within a reasonable amount of time after the issuance or transfer of uncertificated shares, the
Company will send written notice to the registered holder of such shares containing information that would otherwise be contained on
certificates for such shares.

 

10.2. Transfer
and Registry Agents.
The Company may from time to time maintain one (1) or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the Board.

 

10.3. Lost,
Stolen, or Destroyed Certificates.
The Company may issue a new certificate of stock in the place of any certificate alleged to have
been lost, stolen, or destroyed, and the Company may require the owner of the lost, stolen, or destroyed certificate, or his legal representative,
to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft,
or destruction of any such certificate or the issuance of such new certificate.

 

10.4. Form
of Records.
Any records maintained by the Company in the regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records
so kept can be converted into clearly legible paper form within a reasonable time. The Company shall so convert any records so kept upon
the request of any person entitled to inspect such records pursuant to applicable law.

 

ARTICLE
XI

DIVIDENDS

 

The
Board may from time to time declare, and the Company may pay, dividends on its outstanding shares of stock in the manner and upon the
terms and conditions provided in the Articles of Incorporation and the Revised Statutes.

 

ARTICLE
XII

SEAL

 

A
corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Company. Nevertheless, if in
any instance a corporate seal is used, the same shall have the name of the Company inscribed thereon and shall be in such form as may
be approved from time to time by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.

 

ARTICLE
XIII

MISCELLANEOUS

 

13.1. Fiscal
Year.
The fiscal year of the Company shall be determined from time to time by resolution of the Board, and shall initially be
the calendar year.

 

13.2. Checks,
Drafts
. All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange
and insurance certificates shall be signed or endorsed (except endorsements for collection for the account of the Company or for deposit
to its credit, which shall be governed by the provisions of Section 13.3) by such officer or officers or agent or agents of the
Company and in such manner as shall from time to time be determined by resolution of the Board.

 

13.3. Deposits.
All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company or otherwise as the
Board, the Chief Executive Officer, the President, or the Treasurer shall direct in general or special accounts at such banks, trust
companies, savings and loan associations, or other depositories as the Board or such persons may select or as may be selected by any
other officer or officers or agent or agents of the Company to whom power in that respect has been delegated by the Board. For the purpose
of deposit and for the purpose of collection for the account of the Company, checks, drafts and other orders for the payment of money
which are payable to the order of the Company may be endorsed, assigned, and delivered by any officer or agent of the Company. The Board
may make such special rules and regulations with respect to such accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.

 

13.4. Proxies
in Respect of Stock or Other Securities of Other Companies
. Unless otherwise provided by resolution adopted by the Board, the Chief
Executive Officer, the President, the Treasurer, or any Vice President may exercise in the name and on behalf of the Company the powers
and rights which the Company may have as the holder of stock or other securities in any other corporation, including without limitation
the right to vote or consent with respect to such stock or other securities.

 

ARTICLE
XIV

AMENDMENTS

 

Subject
to the rights of holders of shares of any series of the Company’s preferred stock then outstanding, these Bylaws may be altered,
amended, or repealed and new Bylaws may be adopted either (i) by a majority of the Board, or (ii) by the affirmative vote of
at least a majority of the voting power of the shares of then outstanding voting stock of the Company, voting together as a single
class.

 

 

17

 

 

Source of this news: https://www.streetinsider.com/SEC+Filings/Form+10-12B+TRANS+GLOBAL+GROUP%2C+INC./19153443.html

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