Trans Global Group Inc (TGGI)

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https://www.otcmarkets.com/filing/html?id=15998048&guid=ZO1-k6c37xwKB3h

HISTORY AND REORGANISATION
On April 20, 2022, Mrs. Woo Shuk Fan (“Woo”) became the sole member of Southsea Global Limited in Birtish Virgin Islands. Woo, in turn, incorporated ZXG Holding Ltd (“ZXGBVI”) in Birtish Virgin Islands on May 16, 2022. Woo then acquired Hong Kong Zuixiangui International Holding Co Ltd (“ZXGHK”) on June 1, 2022, and Zui Xian Gui International Holding (Shenzhen) Co., Ltd (“ZXGWOFE”) and reorganized these entities with ZXGBVI being a holding entity with the solely shareholder. As a result of the reorganization, ZXGBVI owns 100% interest in ZXGHK and ZXGHK owns 100% interest in ZXGWOFE and ZXGWOFE owns 100% interest in ZXGSZ.
On June 30, 2022, we consummated a share exchange pursuant to a Share Exchange Agreement among the Company and Southsea, the shareholder of ZXGBVI, pursuant to which we acquired all the ordinary shares of ZXGBVI in exchange for the issuance to the shareholder of ZXGBVI of an aggregate of 1,465,761,690 shares of the Company. As a result of the transactions contemplated by the Share Exchange, ZXGBVI became a wholly-owned subsidiary of the Company. Such reorganization was completed on August 8, 2022.
Our organization chart is as follow,



Item 1.01 Entry into Material Definitive Agreement
On August 8, 2022, Trans Global Group Inc. (“TGGI,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with ZXG Holdings Limited (“ZXGBVI”), a BVI Business company. the sole shareholder of ZXGBVI, Southsea Global Limited. (“Southsea”), a BVI Business Company, which is wholly 100% owned by Mrs. Woo Shuk Fan (“Woo”), and Woo, as the officer, director and shareholder of Southsea. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of ZXGBVI was exchanged for 1,465,761,689 shares of common stock of the Company at the Closing issued to the Southsea. The transaction has been accounted for as a recapitalization of the Company, whereby TGGI is the accounting acquirer.

Immediately after completion of such share exchange, the Company will have a total of 21,838,187,608 issued and outstanding shares, with authorized share capital for common share of 99,995,000,000.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and ZXGBVI is now a wholly-owned subsidiary.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in Item 1.01 above, on August 8, 2022, we acquired all the issued and outstanding shares of ZXGBVI pursuant to the Share Exchange Agreement and ZXGBVI became our wholly-owned subsidiary.



As a result of the acquisition of all of the issued and outstanding shares of ZXGBVI, we have now assumed ZXGBVI’s business operations as our own.