PART II AND III

PART II AND III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 1-A

TIER II OFFERING

OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

K-Chain Group Inc.

(Exact name of registrant as specified in its charter)

Date: ________________________, 2020

Delaware	5961	85-2903928
(State of Other Jurisdiction Of Incorporation)	(Primary Standard Classification Code)	(IRS Employer Identification No.)

Yuxia Zhang

(626) 569-9688

info@kchaingroup.com

www.kchaingroup.com  

2500 E. Colorado Blvd

Suite 255

Pasadena

California

91107

Please send copies of all correspondence to our corporate business address: X

THIS OFFERING STATEMENT SHALL ONLY BE QUALIFIED UPON ORDER OF THE COMMISSION, UNLESS A SUBSEQUENT AMENDMENT IS FILED INDICATING THE INTENTION TO BECOME QUALIFIED BY OPERATION OF THE TERMS OF REGULATION A.

PART I - NOTIFICATION

Part I should be read in conjunction with the attached XML Document for Items 1-6

PART I - END

PRELIMINARY OFFERING CIRCULAR DATED ________________, 2020

An offering statement pursuant to Regulation A relating to these securities has been filed with the U.S. Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

K-CHAIN GROUP INC.

2500 E. Colorado Blvd – Suite 255

Pasadena, California 91107

(626) 569-9688; www.kchaingroup.com

Best Efforts Offering of up to 20,000,000 Shares of Common Stock

This is the initial public offering of securities of K-Chain Group Inc., a Delaware corporation (“we,” “us,” “our,” “our company” or the “Company”). In this offering we are offering 20,000,000 shares of our common stock. The offering is being made on a self-underwritten, “best efforts” basis directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale, you should refer to the section entitled “Plan of Distribution” in this offering statement. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Yuxia Zhang. He will not receive any commissions or proceeds for selling the shares on our behalf. There is uncertainty that we will be able to sell any of the 20,000,000 shares being offered by the Company. All the shares being qualified for sale by the Company will be sold at a fixed price of $0.50 per share for the duration of the Offering. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our company’s business plan. Additionally, there is no guarantee that a public market will ever develop, and you may be unable to sell your shares.

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the Offering Statement or (ii) 365 days from the qualified date of this offering circular, unless extended by our director(s) for an additional 90 days. We may however, at any time and for any reason terminate the offering.

	Price to Public(1)		Underwriting Discount and Commissions(2)		Proceeds to Issuer(3)		Proceeds to Other Persons
Per share	$	.50	$	0.00	$	.50	$	0.00
Total Maximum	$	10,000,000	$	0.00	$	10,000,000	$	0.00

(1) We do not intend to use commissioned sales agents or underwriters.

(2) The amounts shown are before deducting offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, selling, and other costs incurred in this offering, which we estimate will be $0 in the aggregate. See the section entitled “Plan of Distribution.”

Currently, our officers and directors own 13,000,000 of our Common Stock and have 100% of the voting power of our outstanding capital stock.

The proceeds from the sale of the securities will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be invested in the offering. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. All expenses incurred in this offering are being paid for by the company.

There has been no public trading market for the common stock of K-CHAIN GROUP INC.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced company reporting requirements.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF A SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 7.

THE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

You should rely only on the information contained in this offering circular and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this offering circular. If anyone provides you with different information, you should not rely on it.

This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.

The date of this offering circular is ________, 2020

The following table of contents has been designed to help you find important information contained in this offering circular. We encourage you to read the entire offering circular.

TABLE OF CONTENTS

You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with additional information or information different from that contained in this offering circular. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this offering circular is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

	PAGE
PART - II OFFERING CIRCULAR
OFFERING CIRCULAR SUMMARY	5
RISK FACTORS	7
DILUTION	12
SELLING SHAREHOLDERS	13
DETERMINATION OF OFFERING PRICE	13
PLAN OF DISTRIBUTION	13
USE OF PROCEEDS	15
DESCRIPTION OF BUSINESS	17
DESCRIPTION OF PROPERTY	21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	21
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	25
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	26
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	27
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	27
SECURITIES BEING OFFERED	27
WHERE YOU CAN FIND MORE INFORMATION	27
FINANCIAL STATEMENTS	F-1
PART – III
EXHIBITS TO OFFERING STATEMENT	29
SIGNATURES	29

PART - II

OFFERING CIRCULAR SUMMARY

In this offering circular, ‘‘K-CHAIN GROUP INC.,’’ the “Company,’’ ‘‘we,’’, “K-Chain:”, ‘‘us,’’ and ‘‘our,’’ refer to K-CHAIN GROUP INC., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending September 30. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

This offering circular, and any supplement to this offering circular include “forward-looking statements”. To the extent that the information presented in this offering circular discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified using words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this offering circular.

This summary only highlights selected information contained in greater detail elsewhere in this offering circular. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire offering circular, including “Risk Factors” beginning on Page 6, and the financial statements, before making an investment decision.

The Company

We were originally incorporated in the State of Delaware on September 4, 2020

Our corporate business address is: 2500 E. Colorado Blvd, Suite 255, Pasadena, CA 91107. Our phone number is (626) 568-9688. Our E-Mail address kchaingroup@gmail.com We maintain a website at www.kchaingroup.com . Information available on our website is not incorporated by reference in and is not deemed a part of this offering circular.

Our company

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date, we have had no revenues. The Company has not generated any revenues since inception and sustained an accumulated net loss of $(8,030) for the period from inception to September 30, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.  

The Offering

All dollar amounts refer to US dollars unless otherwise indicated.

Through this offering, we intend to qualify 20,000,000 shares for offering to the public. We are offering these shares at a price per share of $0.50. We will receive all proceeds from the sale of the common stock.

Securities being offered by the Company	20,000,000 shares of common stock at a price of $0.50 per share. Our offering will terminate upon the earliest of (i) such time as all the common stock has been sold pursuant to the Offering Statement or (ii) 365 days from the qualified date of this offering circular unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.
Offering price per share	We will sell the shares at price per share of $0.50.
Number of shares of common stock outstanding before the offering of common stock	13,000,000 common shares are currently issued and outstanding.
Number of shares of common stock outstanding after the offering of common stock	33,000,000 common shares will be issued and outstanding if we sell all the shares we are offering herein.

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The minimum number of shares to be sold in this offering	None.
Best efforts offering:	We are offering shares on a “best efforts” basis through our Chief Executive Officer, Ms. Zhang, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.
Market for the common shares	Our common stock is not listed for trading on any exchange or automated quotation system.  There can be no assurance that any market for our common stock or any of our other securities will ever develop.
Use of Proceeds	We intend to use the net proceeds to us for working capital.
Termination of the Offering	This offering will terminate upon the earlier to occur of (i) 365 days after this Offering Statement becomes qualified with the Securities and Exchange Commission, or (ii) the date on which all 20,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering.
Subscriptions:	All subscriptions once accepted by us are irrevocable.
Risk Factors:	See “Risk Factors” and the other information in this offering circular for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
Restrictions on Investment:	Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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Item 1: Risk Factors

An investment in our shares involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular, before purchasing our shares in this offering. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.

Risks Related to our Business

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact that to date, we have generated no revenues.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues since inception and sustained an accumulated net loss of $(8,030) for the period from inception to September 30, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.  The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties.  No assurance can be given that the Company will be successful in these efforts. If the Company ceases to continue as a going concern, you will lose your entire investment.

This offering is being conducted by the Company without the benefit of an underwriter, who could have confirmed the accuracy of the disclosures in our prospectus.

We have self-underwritten our offering on a “best efforts” basis, which means: No underwriter has engaged in any due diligence activities to confirm the accuracy of the disclosure in the prospectus or to provide input as to the offering price; the Company will attempt to sell the shares and there can be no assurance that all of the shares offered under the prospectus will be sold or that the proceeds raised from the offering, if any, will be sufficient to cover the costs of the offering; and there is no assurance that we can raise the intended offering amount.

We are not currently profitable and may not become profitable.

We have incurred operating losses since our formation and expect to incur losses in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. There is substantial doubt as to our ability to continue as a going concern.

As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business.

We are dependent upon the proceeds of this offering to fund our business. If we do not sell enough shares in this offering to continue operations, this could have a negative effect on the value of the common stock.

We must raise approximately $1,000,000 of the $10,000,000 offered in this offering unless we begin to generate enough revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.

Our minimal operating history gives no assurances that our future operations will result in profitable revenues, which could result in the suspension or end of our operations.

We have a limited operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues.

There is substantial doubt as to our ability to continue as a going concern. We have incurred significant operating losses since our formation and expect to incur significant losses in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business and may cause us to go out of business.

 7

We are a new company with a limited operating history, and we face a high risk of business failure that could result in the loss of your investment.

We are a development stage company formed to carry out the activities described in this offering circular and thus have only a limited operating history upon which an evaluation of our business can be made. We have limited business operations.

Accordingly, our future revenue and operating results are difficult to forecast. As of the date of this Offering Circular, we have earned no revenue. Failure to generate revenue in the future will cause us to go out of business, which could result in the complete loss of your investment.

Our officers and directors control our company and may unilaterally make decisions regarding corporate transactions that are contrary to investor interests.

Our officers and directors currently own 100% of our outstanding voting securities. If less than $10 million is raised in this offering, our executive officers and directors will continue to control our company. Our officers and directors have the ability to control the voting power of our outstanding capital stock. Investors may find that his decisions are contrary to their interests. You should not purchase shares unless you are willing to entrust all aspects of management to our officers and directors, or their successors. Management will have the ability to make decisions regarding: (i) changing the business without shareholder notice or consent, (ii) make changes to the articles of incorporation whether to issue additional common and preferred stock, including themselves, (iii) make employment decisions, including compensation arrangements; and (iv) whether to enter into material transactions with related parties.

As a result, our officers and directors will have control of the Company and be able to choose all our directors. Their interests may differ from the ones of other stockholders. Factors that could cause their interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and their ability to continue to manage the business given the amount of time they are able to devote to us.

Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon their management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our officers and directors will not abuse their discretion in executing our business affairs, as their fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions, and financing.

Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the officers and directors, or their successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management.

Adverse developments that develop in the global economy restricting the credit markets may materially and negatively impact our business.

Though current global economic conditions appear stable and it has been several years from the last downturn in the world’s major economies which constrained the credit markets, we must be aware that similar events could occur quickly and could heighten a number of material risks to our business, cash flows, and financial condition, as well as our future prospects. Any such current or future issues involving liquidity and capital adequacy affecting lenders could affect our ability to access credit facilities or obtain debt financing and could affect the ability of lenders to meet their funding requirements when we need to borrow. Further, in the uncertain event that a public market for our stock develops, any current or future volatility in the equity markets may make it difficult in the future for us to access the equity markets for additional capital at attractive prices, if at all. Should a credit crisis develop in other countries, for example, which could create concerns over any number of economic indicators, it could increase volatility in global credit and equity markets. If we are unable to obtain credit or access capital markets, our business could be negatively impacted. For example, we may be unable to raise sufficient capital from this offering.

Our operating results may prove unpredictable, which could negatively affect our profit.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from operations our inability to secure long-term service contract with the utilities that benefit from the installed technology; the level of commercial acceptance of our technology; fluctuations in the demand for our technology; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions. If realized, any of these risks could have a material adverse effect on our business, financial condition, and operating results.

 8

Key management personnel may leave the Company, which could adversely affect the ability of the Company to continue operations.

Because we are entirely dependent on the efforts of our officers and directors, any one of their departure or the loss of other key personnel in the future, could have a material adverse effect on the business. We believe that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service.

However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. We do not maintain key-person life insurance on any of our officers and directors.

If our Company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to our shareholders.

In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

If we are unable to manage our future growth, our business could be harmed, and we may not become profitable.

Significant growth may place a significant strain on management, financial, operating and technical resources. Failure to manage growth effectively could have a material adverse effect on the Company’s financial condition or the results of its operations.

Competitors may enter this sector with superior infrastructure and backing, infringing on our customer base, and affecting our business adversely.

We have identified a market opportunity for our services. Competitors may enter this sector with superior service. This would infringe on our customer base, having an adverse effect upon our business and the results of our operations.

Since we anticipate operating expenses will increase prior to earning revenue, we may never achieve profitability.

There is no history upon which to base any assumption as to the likelihood that we will prove successful. We cannot provide investors with any assurance that our products and services will attract potential buyers, generate any operating revenue, or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

Risks Related to This Offering

Due to the lack of a current public market for our common stock, investors may have difficulty in selling stock they purchase.

Prior to this offering, no public trading market existed for our securities. There can be no assurance that a public trading market for our common stock will develop or that a public trading market, if developed, will be sustained. Because there is none and may be no public market for our stock, we may not be able to secure future equity financing which would have a material adverse effect on our company

Furthermore, when and if our common stock is eligible for quotation on the OTC Market, there can also be no assurance as to the depth or liquidity of any market for the common stock or the prices at which holders may be able to sell the shares.

As a result, investors could find it more difficult to trade, or to obtain accurate quotations of the market value of, the stock as compared to securities that are traded on the NASDAQ trading market or on an exchange. Moreover, an investor may find it difficult to dispose of any shares purchased hereunder.

 9

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. 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 our securities available for trading on the OTC Market, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding the 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 should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Investing in our company is highly speculative and could result in the entire loss of your investment.

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

Investing in our company may result in an immediate loss because buyers will pay more for our common stock than what the pro rata portion of the assets are worth.

The offering price and other terms and conditions regarding our shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The price of per share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $0.50. This premium in share price applies to the terms of this offering. The offering price will not change for the duration of the offering even if a market develops in our securities.

We have 100,000,000 authorized shares of common stock, of which 13,000,000 shares are currently issued and outstanding and 33,000,000 shares will be issued and outstanding after this offering terminates (assuming all shares have been sold). Our management could, with the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders.

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our articles of incorporation authorize the issuance of 100,000,000 shares of common stock. Upon completion of this offering, we will have approximately 33,000,000 shares of common stock issued and outstanding if all shares offered are sold. Accordingly, we may issue up to an additional 67,000,000 shares of common stock after this offering. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

As we do not have an escrow or trust account with the subscriptions for investors, if we file for or are forced into bankruptcy protection, investors will lose their entire investment.

Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

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We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which you can make a gain on any investment in us.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

In the event that our shares are traded, they may trade under $5.00 per share, and thus will be considered a penny stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

In the event that our shares trade below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile, and you may not be able to buy or sell the stock when you want to.

Governing Law and Legal Venue

The legal venue shall be construed in accordance with, and governed by, the laws of the Court of Chancery of the State of Delaware for any claim as to which the Court of Chancery has jurisdiction. Unless any claim as to which the Court of Chancery determines there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This provision does not, nor is intended to, apply to claims under the Federal securities laws.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Status as Not a Shell Company

The Company it is not a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, The Company is a “start-up” company which the Commission explicitly differentiates in Footnote 172 to SEC Release No. 33-8869 from “shell” companies covered under Rule 144(i)(1)(i) (the “Rule”). In adopting the definition of a shell company in SEC Release No. 33-8587 (the “Release”), the Commission stated that it intentionally did not define the term “nominal” and it did not set a quantitative threshold of what constitutes a shell company. Indeed, under the Rule, the threshold for what is considered “nominal” is, to a large degree, subjective and based upon facts and circumstances of each individual case.

The Company is actively engaged in the implementation and deployment of its business plan. These activities include:

The Company’s operations are more than just “nominal.” As the Commission points out in its Release, there are no established quantitative thresholds to determine whether a company’s operations are in-fact “nominal”. Instead, the determination is to be made on a case-by-case basis, with significant regards to a subjective analysis aimed at preventing serious problems from allowing scheming promoters and affiliates to evade the definition of a “shell” company (as well as the intent of the Rule). As described in Footnote 32 to the Release, the Commission expounds its rationale for declining to quantitatively define the term “nominal” regarding a shell company.

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It is reasonably commonplace that development stage or “start-up” companies have limited assets and resources, as well as having a going concern explanatory paragraph in the report of its independent registered public accounting firm. The Company is considering all possible avenues to develop its business model. The Company believes that by being a company this should increase its image and credibility in the marketplace and provide possible sources of funding for its business.

The Company’s management has been working at implementing the Company’s core business strategy, including, but not limited to, and business development in anticipation of its progressing operations and the development of its business model. The Company’s operations are more than “nominal” and that it does not fall within the class of companies for which the Commission was aiming to prevent as referenced in Release Footnote 32.

Item 2: Dilution

The price of the current offering is fixed a $0.50 per share. This price is significantly higher than the price paid by the Company’s officers and directors and early investors which was $0.0001.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors stake is diluted because each share of the same type is worth the same amount, and the new investor has paid more for the shares than earlier investors did for theirs.

We intend to sell 20,000,000 shares of our Common Stock. We were initially capitalized by the sale of our Common Stock. The following table sets forth the number of shares of Common Stock purchased from us, the total consideration paid and the price per share. The table assumes all 20,000,000 shares of Common Stock will be sold.

	Shares Issued					Total Consideration					Price
	Number		Percent			Amount		Percent			Per Share
Existing Shareholders		13,000,000		39.3	%	$	31,600		0.003	%	$	0.00024
Purchasers of Shares		20,000,000		60.7	%	$	10,000,000		99.79	%	$	0.50
Total		22,000,000		100	%	$	10,020,100		100	%	$	.30

The following table sets forth the difference between the offering price of the shares of our Common Stock being offered by us (If all 20 million shares are sold and the full $20 million is raised), the net tangible book value per share, and the net tangible book value per share after giving effect to the offering by us, assuming that 25%, 50%, 75% and 100% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of September 30, 2020. Totals may vary due to rounding.

	25% of offered shares are sold			50% of offered shares are sold			75% of offered shares are sold			100% of offered shares are sold
Offering Price	$	0.50		$	0.50		$	0.50		$	0.50
Net tangible book value at September 30, 2020	$	0.00181		$	0.00181		$	0.00181		$	0.00181
Net tangible book value after giving effect to the offering	$	0.140		$	0.218		$	0.269		$	0.304
Increase in net tangible book value per share attributable to cash payments made by new investors	$	0.138		$	0.217		$	0.267		$	0.302
Per Share Dilution to New Investors	$	0.36		$	0.28		$	0.23		$	0.20
Percent Dilution to New Investors		14.02	%		21.84	%		26.87	%		30.37	%

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Item 3: SELLING SHAREHOLDERS

None

Item 4: DETERMINATION OF OFFERING PRICE

The offering price of the common stock is not fixed and has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings, or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or if developed, it will continue or that the securities will ever trade at a price higher than the offering price.

Item 5: PLAN OF DISTRIBUTION

Our common stock offered through this offering is being made by the Company through a direct offering. Our Common Stock may be sold or distributed from time to time by the Company utilizing general solicitation through the internet, social media, and any other means of widespread communication. The sale of our common stock offered by us through this offering may be effected by one or more of the following methods: internet, social media, and any other means of widespread communication including but not limited to crowdfunding sites, ordinary brokers’ transactions;· transactions involving cross or block trades; through brokers, dealers, or underwriters who may act solely as agents; in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;· in privately negotiated transactions; or· any combination of the foregoing. Brokers, dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Company and/or purchasers of the common stock for whom the broker-dealers may act as agent. The Company has 2,000,000 shares of common stock issued and outstanding as of the date of this offering circular. The Company is registering an additional 20,000,000 shares of its common stock for sale at $0.50 per share.

Our offering will terminate upon the earliest of (i) such time as all the common stock has been sold pursuant to the Offering Statement or (ii) 365 days from the qualified date of this offering circular unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company’s selling efforts in the offering, our officers and directors will not register as a broker-dealer pursuant to Section XXX of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Don Bosch is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Don Bosch will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Don Bosch will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

In the following states we cannot offer or sell our shares of common stock unless we register as an issuer dealer: Alabama, Arizona, Florida, Nebraska, Delaware, New Jersey, New York, North Dakota, Texas, and Washington. If we wish to offer and sell our shares of common stock in these states, we will hire an SEC registered broker-dealer to serve as our placement agent. We may, however, decide to comply with a particular state’s issuer dealer registration requirements, in New York, for example, if we deem it appropriate.

The Company will receive all proceeds from the sale of the 20,000,000 shares being offered on behalf of the company itself. The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this offering circular will be sold at a fixed price of $0.50 per share.

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $50,000.

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Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

· Execute and deliver a subscription agreement; and

· Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “K-CHAIN GROUP INC.”. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

Investment Limitations

As set forth in Title IV of the JOBS Act, there are limits on how many shares an investor may purchase if the offering does not result in a listing on a national securities exchange. The following would apply unless we are able to obtain a listing on a national securities exchange.

Generally, in the case of trading on the over-the-counter markets, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)c of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov ..

(viii) Because this is a Tier 2, Regulation A offering, most investors in the case of trading on the over-the-counter markets must comply with the 10% limitation on investment in the offering. The only investor in this offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act. If you meet one of the following tests you should qualify as an accredited investor) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

(ii) You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase shares of our common stock in the offering.

(iii) You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer.

(iv) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the shares in this offering, with total assets in excess of $5,000,000;

(v) You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section XXX of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

(vi) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor.

(vii) You are a trust with total assets in excess of $5,000,000, your purchase of shares of our common stock in the offering is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the shares in this offering; or

(viii) You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

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Blue Sky Law Considerations

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 OTC Market, investors should consider any secondary market for our securities to be a limited one. There is no guarantee that our stock will ever be quoted on the OTC Market. 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.

We currently do not intend to and may not be able to qualify securities for resale in other states, which require shares to be qualified before they can be resold by our shareholders.

Item 6: USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.50. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50%, and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $10,000,000 as anticipated.

If 20,000,000 shares (100%) are sold:

Next 12 months

Planned Actions	Estimated Cost to Complete
Salary for current or future employees	$ 750,000
Development costs	2,250,000
Development costs for future projects	3,000,000
Marketing and distribution costs of product(s)	2,500,000
General operating capital	1,500,000
TOTAL	$10,000,000

If 15,000,000 shares (75%) are sold:

Next 12 months

Planned Actions	Estimated Cost to Complete
Salary for current or future employees	$562,500
Development costs associated with identified projects	1,687,500
Development costs for future projects	2,250,000
Marketing and distribution costs of product(s)	1,875,000
General operating capital	1,125,000
TOTAL	$ 7,500,000

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If 10,000,000 shares (50%) are sold:

Next 12 months

Planned Actions	Estimated Cost to Complete
Salary for current or future employees	$375,000
Development costs associated with identified projects	1,125,000
Development costs for future projects	1,500.000
Marketing and distribution costs of product(s)	1,250,000
General operating capital	750,000
TOTAL	$ 5,000,000

If 5,000,000 shares (25%) are sold:

Next 12 months

Planned Actions	Estimated Cost to Complete
Salary for current or future employees	$ 187,500
Development costs associated with identified projects	562,500
Development costs for future projects	750,000
Marketing and distribution costs of product(s)	625,000
General operating capital	375,000
TOTAL	$ 2,500,000

The above figures represent only estimated costs for the next 12 months.

Notes: 1. Development cost related “Future projects” include the same as those listed in Note 1 with the additional expense of travel to potential e-Retail Franchise members and suppliers as well as additional software related developments.

2. “Marketing and distribution costs” includes, but is not limited to, preparation of printed materials, digital marketing, webinars, travel to meet with potential investors/buyers, etc. Initially the print and digital marketing work will be outsourced, but the Company may elect to hire a full-time marketing director.

3. “Identified Projects” include, but is not limited to, the following: establishing logistics centers with third parties, payment processing arrangements, inventory control and management systems.

Item 7: Description of Business

Our Company

We were originally incorporated in the State of Delaware on September 4, 2020

Our corporate business address is: 2500 E. Colorado Blvd, Suite 255, Pasadena, California, 91107. Our telephone number is 626-569-9688. Our E-Mail address is kchaingroup@gmail.com.

The address of our web site is www.kchaingroup.com. The information at our web site is for general information and marketing purposes and is not part of this report for purposes of liability for disclosures under the federal securities laws.

About the Company

K-CHAIN GROUP INC.(K-Chain), a Delaware Corporation, is an international e-Commerce wholesale platform provider offering wholesale unique exclusive products, logistics and delivery management, payment processing, and marketing to support its e-retail Franchise clients.

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Product/Service

K-Chain Group Inc, through its brand KING-STORE provides on-line chain store franchise services to small and medium sized business (SMB) companies in Asia who want to explore to Japan, Euro, and US e-retail market. Our services include market research, products development, marketing strategies, oversea distribution, and on-line shopping system management and execution to improve e-retail efficiency and reduce administrative costs and risk worldwide for all our small to medium size (SMB) members.

Customers/Members

The target customers of the Company’s brand KING-STORE are small and medium size business (SMB) company owners, presidents, or CEOs in Asia who want to develop franchised products, expand oversea market, and reduce overhead costs. Specifically, K-Chain Group Inc, through its brand KING-STORE focuses on ECO friendly product categories, including organic food and supplements, daily necessities, garment and accessories, and energy saving house appliances that offer advanced consumer benefit and social responsibility. Meanwhile, K-Chain Group Inc works with global partners in legal and financial practices that help members comply with local regulation and lower the potential risks while developing their business.

Future of the Company

On-line shopping is a fast-paced, evolving industry. In response to this climate, K-Chain Group Inc through its brand KING-STORE will offer services, including overseeing distribution center, multi-media production, social media management, public relation, events, Enterprise resources planning system, crowd funding, and etc. Most of all, K-Chain Group will be prepared for stock listing on OTC market and develop retail channels under its brand name.

Mission Statement

To provide global e-retail franchise services to our small and medium(SMB) sized members that will help their companies prosper and grow.

Market Research

In 2019, retail e-commerce sales worldwide amounted to 3.53 trillion US dollars and e-retail revenues are projected to grow to 6.54 trillion US dollars in 2022. Especially, e-retail continue growing to over 20% of total retail sales within 2 years. On-line shopping is one of the most popular on-line activities worldwide.

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Besides, the majority (54%) of US adult shoppers agree (43%) or strongly agree (11%) that they are willing to pay more for environmentally friendly products. This apparent willingness to pay a premium for “green” products has increased considerably since the beginning of the decade.

KING-STORE follows the trends and joins e-retail industry as a brand-new on-line chain store franchise. We develop eco-friendly products and supply chain with our SMB members. Then, launch those eco-friendly products with competitive price and supply worldwide, especially to US, EU, and Japan market.

Detailed Description of Customers

The target customers for K-CHAIN GROUPS “KING-STORE” are small and medium business (SMB) owners in Asia who provide products to domestic market and want to expand overseas. According to the market trend and KING-STORE brand positioning, new member development will specifically be focused on eco-friendly categories, including

• Organic Food and Supplements

• Daily Necessities

• Garment and Accessories

• Energy Saving House/Kitchen Appliance

Due to lack of oversea e-retail experience of small and medium (SMB) sized members in Asia, K-Chain Group Inc through it’s brand KING-STORE will help in overseas market research, eco-friendly product development, marketing strategies, quality assurance, logistic and system management. SMB members could expand overseas market efficiently and lower the cost and risk.

Company Advantages

KING-STORE provides intercontinental services, our advantages are as strong as our diversified product line and cost efficiency. In addition to ensuring our team is flexible, fast, can provide expert advice and can work on short deadlines, we will take the following steps to support global e-retail services:

• First global on-line chain store franchise with specific brand positioning that fit the market trends.

• Grow from the existing 120 SMB members of K-CHAIN

• Develop partnership with distribution center in US, Japan, then Europe to ensure cost efficiency of international logistic.

• Create close relationships with subcontractors who can support us in areas such as packaging design, graphic and multi-media production to ensure marketing materials and presentations are always clear and maintain a consistent brand

• Diversified product lines and supply chain of our SMB members to keep flexibility of modern business.

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Regulations

KING-STORE must, and will, meet all Federal and state regulations concerning e-commerce business.

Product/Service

Services Include:

• Overseas Market Research

• Eco-Friendly Product Development

• Marketing Strategies

• Multi-Media Production

• Social Media and Public Relationship

• OEM Development

• On-line Shopping Platform and Big Data Analytics

• Distribution Center

• Inventory and Logistic Management

• Legal Consultant

• Financial Performance

• Risk Management

Pricing Structure

KING-STORE will offer its services at annual fee and revenue share basis as the following labor.

• Annual Fee: USD $100,000 per member for the 1^st year, $50,000 2^nd year, $30,000 3^rd-5^th years.

• Wholesale Surcharge: 10% of Wholesale Price

Product Lifecycle

All services are ready to be offered to clients, pending approval of contracts.

Intellectual Property Rights

We have registered our domain name and parked relevant social media accounts for future use.

Research and Development

The company is planning to conduct the following research and development:

• Setup branch offices in Asia Pacific countries, especially in Japan and Taiwan to develop SMB member recruitment, eco-friendly product development program, and detail follow up and execution.

• Work with subcontractors to develop KING-STORE logo and corporate identification system that fit in brand positioning, eco-friendly on-line chain store.

• Build up strong partnership with overseas distribution center in advanced e-retail marketplace especially in US, EURO and Japan.

• Create KING-STORE franchise account on Amazon on-line shopping platform and setup proper product inventory overseas.

• Recruit a team to find trends in e-retail, crowdfunding, social media solutions that may provide competitive advantages in order to ensure KING-STORE continues to carve its niche in the marketplace.

• New Products Launch, PR events and Franchise Exhibition.

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Government Regulations

We are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our products and services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Competition

At this time, we have not completed a thorough competitive analysis. We intend to use part of the proceeds to conduct such analysis and structure our strategy accordingly.

Employees and Employment Agreements

Our officers have the flexibility to work on our business as required to execute the business plan and are prepared to devote more time to our operations as may be required.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our directors and officers.

During the initial implementation of our business plan, we intend to hire independent consultants to assist in the development of our business plan.

Intellectual Property

We do not currently hold rights to any intellectual property rights.

Research and Development

Since our inception to the date of this Offering Circular, we have spent $1,000 on research and development activities.

Reports to Security Holders

After the completion of this Tier II, Regulation A offering, we intend to become subject to the information and periodic reporting requirements of the Exchange Act. If we become subject to the reporting requirements of the Exchange Act, we will file periodic reports, proxy statements and other information with the Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and on the Commission’s website at: http://www.sec.gov/cgi-bin/browse-edgar?company=vortex+brands&owner=exclude&action=getcompany .. Until we become or never become subject to the reporting requirements of the Exchange Act, we will furnish the following reports, statements, and tax information to each stockholder:

1.       Reporting Requirements under Tier II of Regulation A. Following this Tier II, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: an annual report with the SEC on Form 1-K; a semi-annual report with the SEC on Form 1-SA; current reports with the SEC on Form 1-U; and a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events, similar to the ongoing reporting obligation faced by issuers under the Exchange Act, however the requirement to file a Form 1-U is expected to be triggered by significantly fewer corporate events than that of the Form 8-K. Such reports and other information will be available for inspection and copying at the public reference room and on the Commission’s, website referred to above. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A. The Company may in the future file a Form 8-A and elect to come under the Exchange Act and it’s reporting requirements, but there is no assurance the Company will elect to do so.

2.       Annual Reports. As soon as practicable, but in no event later than one hundred twenty (120) days after the close of our fiscal year, ending on December 31, our board of directors will cause to be mailed or made available, by any reasonable means, to each Stockholder as of a date selected by the board of directors, an annual report containing financial statements of the Company for such fiscal year, presented in accordance with GAAP, including a balance sheet and statements of operations, company equity and cash flows, with such statements having been audited by an accountant selected by the board of directors. The board of directors shall be deemed to have made a report available to each stockholder as required if it has either (i) filed such report with the SEC via its Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system and such report is publicly available on such system or (ii) made such report available on any website maintained by us and available for viewing by the stockholders.

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Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial conditions, or results of operations. We may become involved in material legal proceedings in the future.

Governing Law, and Venue.  This Agreement shall be construed in accordance with, and governed by the laws of the Court of Chancery of the State of Delaware for any claim as to which the Court of Chancery has jurisdiction. Unless any claim as to which the Court of Chancery determines there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This provision does not, nor is intended to, apply to claims under the Federal securities laws.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:

· the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more.

· the last day of the fiscal year following the fifth anniversary of the effective date of this registration statement.

· the date on which we have, during the previous three-year period, issued more than $1 billion in non- convertible debt; and

· the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act.

We will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.

The Section 107 of the JOBS Act provides that we may elect to utilize the extended transition period for complying with new or revised accounting standards and such election is irrevocable if made. As such, we have made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

Going Concern

Our auditors have expressed substantial doubt about our ability to continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Item 8: Description of Property

The main office is under a monthly lease executed on a September ^1st, 2020 with and is located at 2500 E. Colorado Blvd, Suite 255, Pasadena, CA 91107. Our monthly rental rate is $150.00

Item 9: Management’s Discussion and Analysis of Financial Condition and Results of Operation

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that reflect our current views with respect to future events and financial performance, which involve risks and uncertainties. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 21

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

Overview

Our company provides e-Commerce support services to our e-Retail Franchise clients and is developing a proprietary online platform for international small and medium sized businesses in the online retail industry. Our mission is to empower our franchise members with opportunities to provide exclusive products and logistics through the online platform. We will achieve our mission by offering an inventory of unique exclusive products at wholesale to our e-Retail franchise operators in an easy to use B2C platform. Our initial goal is to fully develop an integrated buying platform, on-board e-Retail franchise operators within the countries we can operate in, obtain the required licensing approval in those markets, if necessary, and generate additional profit for all our members and ourselves.

The company will operate an on-line order processing platform that will allow for individual members to place orders, track order history, track shipments, handle accounting, and accept payments. We anticipate integrating with various on-line platforms to give our members greater insight into their business operations including profitability improvements. We also intend to offer online training for sales, logistics and product development.

We will be developing a proprietary software platform, acquiring, or developing educational material, setting up joint ventures or referral networks and advertising programs. We may also develop, license, or acquire additional software platforms to enhance the profitability of our franchise members. These may include accounting and inventory platforms as well as enhancing the online presence including ordering and delivery for our members.

Results of Operations

There is limited historical financial information about us upon which to base an evaluation of our performance. We have not generated revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See “Risk Factors”). To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, most of our time has been spent refining and implementing our business plan.

During the period from inception (September 04, 2020) through September30, 2020 we did not generate any income. We incurred total operating expenses of $8,030.00 consisting of $30.00 in bank service charges and $8,000.00 in professional fees. Our net loss for the period was $(8,030.00).

 22

Liquidity and Capital Resources

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues since inception and sustained an accumulated net loss of $(8,030.00) for the period from inception to September 30, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts. The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our director and officers have made no commitments, written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

If the Company is unable to raise the funds partially through this offering, the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through this Offering Circular, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

Plan of Operation

The Company has established the following milestones for projected business:

I. Qualification of its filing through to the six-month following:

· Raise approximately $250,000 in equity capital through the Reg A Offering.

· Spend $150,000 in software development cost on our e-Commerce Support Platform.

· On Board 2 new Franchise e-Retailers.

· Add 50 new unique exclusive products to wholesale product line.

· Generate approximately $200,000 in revenue.

· Incur expenses of up to $50,000 on general and administrative, including but not limited to, salaries, rent, legal and accounting, travel, etc.

· Spend $150,000 in marketing, attracting new potential members/investors, and promoting the branding of our online platform.

· Spend $50,000 on ongoing Market Research.

II. Six months to Twelve months:

· Raise an additional $1.0M in equity capital through the Reg A Offering.

· On Board an additional 10 new e-Retail franchise clients.

· Add 100 new unique exclusive products to wholesale product line.

· Generate approximately $500,000 in revenue.

· Incur expenses of up to $150,000 in general and administrative, including but not limited to, salaries, rent, legal and accounting, travel, etc.

· Spend up to $400,000 in marketing, attracting new members and suppliers and expanding our markets.

· Spend $100,000 in software development cost on finalizing our e-Commerce Support Platform.

· Spend $100,000 on ongoing Market Research.

· Identify new areas of expansion.

 23

III. Twelve to Eighteen months:

· Raise an additional $1.50M in equity capital through the Reg A Offering.

· On Board an additional 15 new e-Retail franchise clients.

· Generate approximately $1,0000,000 in revenue

· Incur expenses of up to $500,000 in general and administrative, including but not limited to, salaries, rent, legal and accounting, travel, etc.

· Spend up to $600,000 marketing, attracting new members and suppliers and expanding our markets to additional states.

· Begin development of additional unique product offerings for our members.

· Spend $100,000 on ongoing Market Research.

· Identify new areas of expansion.

IV. Eighteen to Twenty-Four months:

· Raise an additional $2.50M in equity capital through the Reg A Offering.

· On Board an additional 45 new e-Retail franchise clients.

· Achieve positive cash flow for the Company.

· Generate approximately $2,500,000 in revenue.

· Incur expenses of up to $650,000 in general and administrative, including but not limited to, salaries, rent, legal and accounting, travel, etc.

· Spend up to $1,000,000 marketing, attracting new members and suppliers and expanding our markets to additional states.

· Continue development of additional product offerings for our e-Retail Franchise members.

· Spend $150,000 on ongoing Market Research.

· Identify new areas of expansion.

These are estimates and approximations and there is no assurance the Company will be able to hit these exact numbers. There may some fluctuation due to real estate market pressures, competition for potential properties, and the varying regulatory environment in various states.

The Company has established a minimum annual operating budget of $500,000 to cover general and administrative (salaries, rent, IT, etc.), product marketing, legal and accounting, transfer agent fees, and miscellaneous expenses. If the Company cannot raise $500,000 in this offering or through profits within 12 months, it will cease to operate.

Trends and Key Factors Affecting Our Performance

We plan to invest significant resources to accomplish our goals, and we anticipate that our operating expenses will continue to increase for the foreseeable future, particularly manufacturing costs, marketing costs, installation costs, distribution costs, maintenance costs, and overhead. These investments are intended to contribute to our long-term growth; however, they may affect our short-term profitability.

The Company has established a minimum annual operating budget of $1,000,000 to cover general and administrative (salaries, rent, IT, etc.), product marketing, legal and accounting, transfer agent fees, and miscellaneous expenses. If the Company cannot raise $1,000,000 in this offering or through profits within 12 months, it will cease to operate.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance and have a material impact on our financial statements. Management believes that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Specific risks associated with these critical accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results.

A complete listing of our significant policies is included in the notes to our financial statements for the period ended July 31, 2020.

 24

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate. We re-evaluate estimates on an ongoing basis; therefore, actual results may vary from those estimates.

Item 10: Directors, Executive Officers and Significant Employees

The table below sets forth our directors and executive officers of as of the date of this Offering Circular.

Name (1)	Position	Age	Term of Office	Approximate Hours Per Week
Yuxia Zhang	CEO, Chairman, Director, Compliance	52	From September 1, 2020 to Present	As required

(1) All addresses shall be c/o the company

Yuxia Zhang, President, CEO, Compliance Officer

Yuxia Zhang was born in Guangzhou, China. She graduated from Guangdong University of Technology in 1991 with a bachelor’s degree in mechanical manufacturing. After graduating from university, she entered Guangzhou Pharmaceutical Company and was promoted to engineer with outstanding performance within one year. In 2006, she received a master’s degree in business administration from Guangzhou University of Technology. She has since taught at both Guangzhou Machinery School and Guangzhou University of Technology. Yuxia Zhang mainly focuses on researching on B2B and B2C network globalization, and how to establish a scientific, reasonable, legal, and competitive consumer platform among enterprises and between enterprises and sellers. In 2017, she began to conduct field research in Japan and established strategic partnerships with several century-old enterprises in various industries. In 2020, she founded K-Chain Group Inc. and created her own brand “KING-STORE” sales platform. Using a new brand and a new online franchising model, she has provided B2B and B2C with a fresh and innovative path to success.

Corporate Governance

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of four individuals, one of them being our executive officer and another one of them being our financial officer with our final two as directors. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our officers and directors and the oversight of the accounting functions.

Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officer and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

 25

Conflict of Interest Policies

Our governing instruments do not restrict any of our directors, officers, stockholders or affiliates from having a pecuniary interest in an investment or transaction in which we have an interest or from conducting, for their own account, business activities of the type we conduct. However, our policies will be designed to eliminate or minimize potential conflicts of interest. A “conflict of interest” occurs when a director’s, officer’s or employee’s private interest interferes in any way, or appears to interfere, with the interests of the Company as a whole. Our directors plan to adopt a policy that discloses personal conflicts of interest. This policy will provide that any situation that involves, or may reasonably be expected to involve, a conflict of interest must be disclosed immediately to our board and subsequently to our shareholders in our next semi-annual or annual report. These policies may not be successful in eliminating the influence of conflicts of interest. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Item 11: Compensation of Directors and Executive Officers

Name (1)	Capacities in which Compensation was Received (2)	Cash Compensation 2019	Cash Compensation 2020	Other Compensation	Total Compensation
Yuxia Zhang	CEO, President, Director	-	-	-	-

Item 12: Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information regarding beneficial ownership of our common stock as of September 30, 2018 and as adjusted to reflect the sale of shares of our common stock offered by this Offering Circular, by:

· Each of our Directors and the named Executive Officers.

· All our Directors and Executive Officers as a group; and

· Each person or group of affiliated persons known by us to be the beneficial owner of more than 10% of our outstanding shares of Common Stock

· All other shareholders as a group

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse. Percentage of beneficial ownership before the offering is based on 10,000,000 shares of common stock outstanding as of September30, 2018. Unless otherwise noted below, the address of each person listed on the table is c/o K-CHAIN GROUP INC.

	Common Shares Beneficially Owned Prior to Offering			Common Shares Beneficially Owned After the Offering
Name and Position of Beneficial Owner	Number	Percent		Number	Percent		Number
Yuxia Zhang – CEO/Director	13,000,000	100	%	13,000,000	9.09	%	13,000,000
Total:	13,000,000	100	%	13,000,000	9.09	%

 26

Item 13: Interest of Management and Others in Certain Transactions

Related Party Transactions

The Company’s officers and directors own the majority of the issued and outstanding controlling shares of the Company. Consequently, they control the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:

· Election of the Board of Directors

· Removal of any Directors

· Amendments to the Company’s Articles of Incorporation or bylaws.

· Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

Thus, our officers and directors will have control over the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer for the Common Stock.

Item 14: Securities Being Offered

We are offering 20,000,000 common shares. We have authorized capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value per share. As of the date of this filing, we have 13,000,000 shares of Common Stock, issued and outstanding.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Preferred Stock

None.

Options and Warrants

None.

Legal Matters

The validity of the securities offered by this Offering Circular has been passed upon for us by Law Office of Mark E. Pena, Esq.

Item 15: WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the Commission under Regulation A of the Securities Act with respect to the Common Stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our Common Stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the Commission, located at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is www.sec.gov.

 27

K-CHAIN GROUP INC. CO.

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheet	F-2
Statement of Operations	F-3
Statement of Changes in Stockholders' Equity	F-4
Statement of Cash Flows	F-5
Notes to the Financial Statements	F-6

 28

To the Board of Directors

K-Chain Group Inc.

Pasadena, California

INDEPENDENT AUDITORS’ REPORT

Report on the Financial Statements

We have audited the accompanying financial statements of K-Chain Group, Inc. which comprise the Balance Sheet as of September 30, 2020, and the related statements of Income, Stockholders’ Equity, and Cash Flows for the period from September 4, 2020 (inception) to September 30, 2020, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has not generated any revenues since inception and sustained an accumulated net loss of $(8,030) for the period from inception to September 30, 2020. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of K-Chain, Inc. as of September 30, 2020, and the results of its operations and its cash flows for the period from September 4, 2020 (inception) to September 30,2020 in accordance with accounting principles generally accepted in the United States of America.

Denver, Colorado

November 3, 2020

F-1

Balance Sheet

K-Chain Group Inc

September 30, 2020

	$
Assets
Total Cash and Bank		23,570
Total Other Current Assets		—
Total Long-term Assets		—
Total Assets		23,570
Liabilities
Total Current Liabilities		—
Total Long-term Liabilities		—
Total Liabilities		—
Commitment and Contingencies
Stockholder's Equity:
Common Stock		1,300
Additional paid in capital		30,300
Total Retained Earnings (Deficit)		(8,030	)
Total Equity		23,570

(See accompanying notes to these financial statements)

F-2

Income Statement

K-Chain Group Inc

From Inception (September 4, 2020) to September 30,2020

$

Total Income	-
Total Cost of Goods Sold	-
Gross Profit	-
Operating Expenses
Bank Service Charges Professional Fees	30 8,000
Total Operating Expenses		8,030
Net Income (Loss)		(8,030	)
Average Shares Outstanding		13,000,000
Net Loss Per Share		0

(See accompanying notes to these financial statements)

F-3

 Stockholder’s Equity Rollforward

K-Chain Group, Inc.

September 30, 2020 

	Common Stock
	Shares	Amount	Additional Paid-in-capital	Retained Earnings	Total Stockholders' Equity
Inception 9/4/2020	—	—	—	—	—
Issuance of shares	13,000,000	1,300.00	30,300.00	—	31,600.00
Net Income	—	—	—	-8,030.00	-8,030.00
Total	13,000,000	1,300	30,300	-8,030	23,570

(See accompanying notes to these financial statements)

F-4

    Cash Flow Statement

K-Chain Group Inc

                                          From Inception (September 4, 2020 to September 30, 2020)

Operating Activities
Expenses		(8,030	)
Net loss from Operating Activities		(8.030	)
Financing Activities
Sale of common stock		31,600
Other		—
Net Cash from Financing Activities		31,600
Net Cash	$	23,500
Net Cash beginning		—
Net Cash ending	$	23,500

        (See accompanying notes to these financial statements)        

F-5

K-Chain Group Inc.

NOTES TO FINANCIAL STATEMENTS

For Period Ending September 30, 2020

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

K-Chain Group Inc. (the “Company”) was incorporated in the State of Delaware on September 4, 2020. The Company is in the development stage whose purpose is to provide an international online e-commerce platform specializing in unique exclusive products from the Asian market sector.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts to the development of its business plans. The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Use of estimates

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Start-Up Costs

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Cash

Cash includes cash in bank only.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and Accounting Standards Codification (“ASC”) Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers (“ASC 340-40”), (collectively, “Topic 606”). On September 30, 2020, the Company adopted Topic 606. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. The Company implemented ASU 2014-09 for the annual reporting period as of September 30, 2020, which resulted in no changes to our financial statements as there is no revenue reported in the year presented.

F-6

Earnings Per Share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings (loss) per share (“EPS”) is computed by dividing net profit/loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. The number of common shares that are exercisable or converted into common stock is not material to effect diluted EPS results.
Further, since the Company showed a loss for the period presented, basic and diluted loss per share are the same for the period.  

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of September 30, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company has no assets or liabilities valued at fair value on a recurring basis.

Year End

The Company has chosen a September 30th year end for accounting purposes.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues since inception and sustained an accumulated net loss of $(8,030) for the period from inception to September 30, 2020.

F-7

These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.  The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties.  No assurance can be given that the Company will be successful in these efforts.

Management plans to raise significant capital through investors to capitalize its business plan.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended September 30, 2020 to the Company’s effective tax rate is as follows:

Income tax expense at statutory rate
Change in valuation allowance		0
Income tax expense per books	$	0

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets for the period ended September 30, 2020 are as follows:

Net Operating Loss	$	(8,030	)
Valuation Allowance		8,030
Net deferred tax asset	$	0

The Company has approximately $(8,030) of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 5 – COMMITMENT AND CONTINGENCIES

The Company entered into a month to month lease agreement with US-KT Investment Consultant Group Inc. for office space in Pasadena, California executed on October 1^st 2020 at a rate of $150.00/month.

NOTE 6 – STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

F-8

The Company has no authorized preferred shares at this time but may deem it advisable to authorize one or more class(es) of Preferred Stock

The Company ownership contributed $31,600 for operating purposes in exchange for 13,000,000 common shares. These shares were authorized by the Board on September 25^th, 2020 and are subject to issuance by the Transfer Agent.

NOTE 7 – CONSULTING SERVICES

The Company entered into a consulting agreement to begin on August 3^rd, 2020 with Koch Partners International (USA) to provide ongoing consulting services for the establishment and ongoing development of the Company. The payment for services is $55,000 over a 12-month period.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date these financials were made available for issuance.

F-9

PART III – EXHIBITS

Index to Exhibits

		Incorporated by Reference
Exhibit No.	Description		Form	Exhibit	Filing Date
2A*	Articles of Incorporation, as filed with the DELAWARE Secretary of State
2B*	By-Laws of the Company
4*	Sample Subscription Agreement
11*	Auditor Consent
12*	Opinion of Legality

_______

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pasadena, State of California, on October 23, 2020.

	K-CHAIN GROUP INC.
	By:	/s/ Yuxia Zhang
	Name:	Yuxia Zhang
	Title:	Chief Executive Officer
This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/Yuxia Zhang	Chief Executive Officer, Director, Principal Executive Officer, Principal Financial Officer	November 5, 2020

 29

EX1A-2A CHARTER

STATE DELAWARE
CERTIFICATE a/INCORPORATION

A STOCK CORPORATION

FIRST- Name

The name of the Corporation is:
K-Chain Group Inc.

SECOND - Registered Agent

Its registered office in the State of Delaware is to be located at 8 The Green. Ste A, in the City
of Dover County of Kent Zip Code 19901. The registered agent in charge thereof is

A Registered Agent. Inc.

THIRD - Purpose

The purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

FOURTH - Stock

The amount of the total stock of this corporation is authorized to issue is
100.000.000 shares (number of authorized shares)
with a par value of $0.0001 per share.

FIFTH - Incorporator

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

A Registered Agent. Inc. - 8 The Green. Ste A. Dover. DE 19901

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 4th day of September, A.D. 2020.

BY:
A Registered Agent, Inc., Incorporator Patrick Brickhouse, Assistant Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:02 PM 09/04/2020
FILED 04:02 PM 09/04/2020
SR 20207132454 - File Number 3604758

EX1A-2B BYLAWS

Congratulations!

K-Chain Group Inc.

is now formed and you are now permitted to do business!

State of formation: Delaware  Formation date: 09/04/2020

As part of the incorporation process we have placed the official state documents in your account. This will show you are registered to do business in your state. Also included are the Initial Resolutions which release all power to the officers and show the incorporation details of your company. Bylaws are also included which provides a guideline on how your corporation will operate. Other documents such as stock certificates and banking resolutions are included which as well will evidence who has stake in the corporation and who has authority to sign on behalf of the company. If you are opening a business bank account, the bank may want to see all of these documents so it is a good to print them out and take them with you.

The documents placed in your online account are always available to view. In addition to the Documents section you may always add additional services under the Services tab should you need our assistance with further state registrations, ongoing state compliance and registered agent services.

Thank you for letting us help form your corporation. The best part of our job is meeting different people from various business backgrounds and helping them launch their companies. Please do not hesitate to contact us further should have any questions regarding your company or our services.

Thanks,

Filings Team

INCORPORATOR INITIAL RESOLUTIONS

I, Patrick Brickhouse, of A Registered Agent, Inc., being the Incorporator of K-Chain Group Inc., a Delaware corporation, hereby resolve to relinquish signing authority to the newly appointed officers and directors and adopt the following resolutions:

1. Resolved, that the following named officer(s) and director(s) of the corporation are hereby appointed and directed to serve until the first annual meeting of stockholders, and/or until their successors are elected and appointed, or they are re-elected at their annual meeting.

President:	Yuxia Zhang
Treasurer:	Yuxia Zhang
Secretary:	Yuxia Zhang
Director:	Yuxia Zhang

2. Resolved, that K-Chain Group Inc. was incorporated in Delaware on 09/04/2020 with assigned filing number 3604758.

3. Resolved, that the copy of the Articles of Incorporation of the above named corporation is complete, and be inserted into the official corporate record book.

4. Resolved, that the bylaws be adopted as the bylaws for the corporation, and be inserted into the minute book of the corporation record book.

5. Resolved, that if the stockholders fail to hold their initial and/or annual meetings, that the above named directors will remain in their appointment until the stockholders hold their meeting, and that the corporation will stay active pursuant to state statute.

  09/04/2020

BYLAWS

of

K-Chain Group Inc.

ARTICLE I

Offices

1.1 Registered Office and Registered Agent: The Corporation’s registered office is located in the State of Delaware. The registered office is as stated in the Articles of Incorporation or as agreed by the Board of Directors.

1.2 Other Offices: The Corporation may have other offices as selected by the Board of Directors.

ARTICLE 2

Shareholders’ Meetings

2.1 Meeting Place: All shareholder meetings must be held at the corporation’s principal office or other place determined by the Board of Directors.

2.2 Annual Meeting Time: The annual shareholder meeting for the election of directors and the transaction of such other business properly before the meeting, must be held each year on        , at the hour of           . If that date is a legal holiday, then the meeting must be held on the day following, at the same hour.

2.3 Annual Meeting - Order of Business: The order of business at the annual shareholder meeting is as follows:

(a) Calling the meeting to order.

(b) Proof of notice of meeting (or filing of waiver).

(c) Reading of minutes of last annual meeting.

(d) Officer reports.

(e) Committee reports.

(f) Election of directors.

(g) Miscellaneous business.

2.4 Special Meetings: Special shareholder meetings, for any purpose, may be called at any time by the President, Board of Directors, or the holders of at least one-tenth of all shares entitled to vote at the meeting.

2.5 Notice: Each shareholder of record entitled to vote at an annual or special meeting must be given written notice of the time and place the meeting by mail or personal delivery. Notice of an annual or special meeting must be mailed or delivered at least ten days, and not more than fifty days, prior to the meeting.

1 Corporate Bylaws

Notice of a special meeting must also include the purpose(s) for which the meeting is called.

2.6 Voting Record: At least ten days before each shareholder meeting, a complete record of the shareholders entitled to vote at the meeting must be made. This list must be arranged in alphabetical order and include the address of and number of shares held by each shareholder. This record must be kept on file at the Corporation’s principal office for a period of ten days prior to the meeting. The records must also be kept open for inspection at shareholder meetings.

2.7 Quorum: Except as otherwise required by law:

(a) A quorum at any annual or special shareholder meeting consists of shareholders representing, either in person or by proxy, a majority of the Corporation’s outstanding capital stock, entitled to vote at such meeting.

(b) A quorum of voters, as defined in this paragraph, must be present to transact business at any properly called meeting or adjourned shareholder meeting.

2.8 Closing of Transfer Books and Fixing Record Date: In order to determine which shareholders are entitled to notice of or to vote at any shareholder meeting, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may require that the stock transfer books must be closed for at least ten and not more than fifty days prior to the meeting. Instead of closing the stock transfer books, the Board of Directors may fix in advance a record date for determination of such shareholders. The record date must not be more than fifty or less than ten days prior to the date of the meeting, adjournment, or payment.

2.9 Proxies: A shareholder may vote either in person or by proxy, signed in writing by the shareholder or the shareholder’s duly authorized attorney-in- fact. No proxy is valid after eleven months from the date signed, unless the proxy states otherwise.

2.10 Action by Shareholders Without a Meeting: Any action which may be taken at any annual or special shareholder meeting may be taken without a meeting if all of the shareholders entitled to vote on the subject consent to the action in writing. Such consent has the same force and effect as a unanimous vote of the shareholders.

2 Corporate Bylaws

2.11 Waiver of Notice: If a shareholder who is entitled to notice signs a written waiver of the required notice, before or after the stated meeting time, the waiver is the equivalent to the giving of the required notice.

ARTICLE 3

Stock

3.1 Certificates: Certificates of stock must be issued in numerical order. Each shareholder is entitled to a certificate signed by the President or a Vice President and the Secretary or Assistant Secretary. The certificate may be sealed with the Corporation’s seal or a facsimile thereof. If an officer who has signed or whose facsimile signature appears on any stock certificate ceases to be an officer before the certificate is used, it may be issued by the Corporation and is valid as if the person were an officer on the date of issue.

3.2 Transfer: Transfers of stock must be made upon the corporation’s stock transfer books. Stock transfer books must be kept at the Corporation’s registered office, its principal place of business, or the office of its transfer agent or registrar. Before a new certificate is issued, the old certificate must be surrendered for cancellation. The Board of Directors may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.

3.3 Registered Owner: Shareholders will be treated by the corporation as the holders in fact of the stock registered in his or her name. The Corporation is not bound to recognize any equitable or other claim to or interest in any share on the part of any other person, except as expressly provided below or by the laws of the State of Delaware. The Board of Directors may resolve to adopt a procedure by which a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the shareholder’s name are held for the account of a specified person or persons. The resolution must set forth:

(a) The classification of shareholder who may certify.

(b) The purpose or purposes for which the certification may be made.

(c) The form of certification and information to be contained therein.

(d) If the certification is with respect to a record date or closing of the stock transfer books, the date within which the certification must be received by the Corporation; and

(e) Other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt of a certification complying with this procedure, the Corporation must treat the persons specified in the certification as the holders of record of the number of shares specified in place of the shareholder making the certification.

3 Corporate Bylaws

3.4 Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss or destruction of any stock certificate, another may be issued in its place on proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation or the board may establish other procedures as they deem necessary.

3.5 Fractional Shares or Scrip: The Corporation may:

(a) Issue fractions of a share which entitle the holder to exercise voting rights, to receive dividends, and to participate in any of the Corporation’s assets in the event of liquidation;

(b) Arrange for the disposition of fractional interests by those entitled thereto;

(c) Pay the fair market value, in cash, of fractions of a share as of the time when those entitled to receive such shares are determined; or

(d) Issue script in registered or bearer form which entitles the holder to receive a certificate for the full share upon surrender of such script aggregating a full share.

3.6 Shares of Another Corporation: Shares owned by the Corporation in another corporation, domestic or foreign, may be voted by officer, agent or proxy chosen by the Board of Directors or, in the absence of such determination, by the President of the Corporation.

ARTICLE 4

Board of Directors

4.1 Numbers and Powers: The management of all the Corporation’s affairs, property, and interests is vested in the Board of Directors. The Board of Directors consists of a person or persons who are elected for a term of one year, and hold office until their successors are elected and qualified. Directors need not be shareholders or residents of the State of Delaware. In addition to the powers and authorities expressly granted by these Bylaws and the Articles of Incorporation, the Board of Directors may exercise all powers of the Corporation and do any lawful acts that is not directed or required to be done by the shareholders under statute, the Articles of Incorporation, or these Bylaws.

4.2 Change of Number: The number of directors may be increased or decreased at any time by amendment of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director.

4 Corporate Bylaws

4.3 Vacancies: All vacancies in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill any vacancy will hold office for the unexpired term of his or her predecessor and until a successor is elected and qualified. Any vacancy to be filled due to an increase in the number of directors may be filled by the Board of Directors for a term lasting until the next election of directors by the shareholders.

4.4 Removal of Directors: At a shareholder meeting called expressly for that purpose, the entire Board of Directors, or any member of the Board, may be removed by a vote of the holders of a majority of shares entitled to vote at an election of shareholders.

4.5 Regular Meetings: Annual and other regular meetings of the Board of Directors or any committee may be held without notice at the corporation’s principal office or at any other place designated by the board of directors or a committee thereof. The annual meeting of the Board of Directors will be held without notice immediately after the adjournment of the annual meeting of shareholders. Other regular meetings of the Board of Directors may be at dates and times chosen by the board.

4.6 Special Meetings: Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary or Treasurer, or any two or more directors.

4.7 Notice of Meetings: Unless the Articles of Incorporation provide otherwise, regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors must be preceded by at least two days' notice of the date, time, and place of the meeting, unless the Articles of Incorporation or these Bylaws require otherwise. Notice may be given personally, by facsimile, by mail, or in any other lawful manner. Oral notification is sufficient only if a written record of the notice is included in the Corporation's minute book. Notice is effective at the earliest of

(a) Receipt;

(b) Delivery to the proper address or telephone number of the director(s) as shown in the Corporation's records; or

(c) Five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.

5 Corporate Bylaws

4.8 Quorum: A majority of the whole Board of Directors is necessary at all meetings to constitute a quorum to transact business.

4.9 Waiver of Notice: Attendance or participation of a meeting by a director constitutes a waiver of notice of the meeting, unless a director attends for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. A director may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes before or after the meeting.

4.10 Registering Dissent: A director who is present at a board meeting, at which action on a corporate matter is taken, is presumed to have assented to the action, unless the director expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed with the meeting’s acting Secretary before its adjournment, or forwarded by registered mail to the Corporation’s Secretary immediately after the meeting’s adjournment. These options for dissent do not apply to a director who voted in favor of the action.

4.11 Executive and Other Committees: Standing or special committees may be appointed by the Board of Directors from among its members. These committees are invested with powers and subject to conditions as the Board sees fit. An Executive Committee may be appointed by a resolution passed by a majority of the full Board of Directors. The Executive Committee will have and exercise all of the authority of the Board of Directors, except that it may not amend the Articles of Incorporation or Bylaws, adopt a plan of merger or consolidation, recommend the sale, lease, exchange, or other disposition of all or substantially all the Corporation’s property and assets (other than in the equal and regular course of business), or recommend a voluntary dissolution or revocation. All committees must record regular minutes of their meetings and keep the minute book at the corporation’s office. The delegation of authority to any committee does not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

4.12 Remuneration: Directors are not paid a stated salary for their service, except by resolution of the Board of Directors. Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meeting of such Board. Nothing herein contained precludes any director from receiving compensation for serving the Corporation in any other capacity. Members of standing or special committees may be allowed like compensation for attending committee meetings.

4.13 Loans: The Corporation may not make loans to the directors, unless first approved by the holders of two-thirds of the voting shares. The Corporation may not make loans secured by its own shares.

6 Corporate Bylaws

4.14 Action by Directors Without a Meeting: Any action which may be taken at a meeting of the Directors, or of a committee thereof, may be taken without a meeting if all of the Directors or members of the committee sign a written consent which sets forth the action taken. Such consent has the same effect as a unanimous vote.

4.15 Action of Directors by Communications Equipment: Any action which may be taken at a meeting of Directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time.

ARTICLE 5

Officers

5.1 Designations: The Corporation’s officers will be a President, one or more Vice-Presidents (one of more of whom may be Executive Vice-President), a Secretary and a Treasurer, and Assistant Secretaries and Assistant Treasurers as the Board may designate, who will be elected by the directors at their first meeting after the annual shareholder meeting. An elected officer will hold office for one year or until a successor is elected and qualified. The same person may hold any two or more office, except the offices of President and Secretary.

5.2 The President: The President will preside at all meetings of shareholders and directors, have general supervision of the Corporation’s affairs, and perform all other duties as are incident to the office or are properly required of him or her by the Board of Directors.

5.3 Vice President: During the absence or disability of the President, the Executive Vice-Presidents, in the order designated by the Board of Directors, may exercise all functions of the President. Each Vice-President may have such powers and fulfill such duties as may be assigned to him or her by the Board of Directors.

5.4 Secretary and Assistant Secretaries: The Secretary must:

a) Issue notices for all meetings, except for notices for special meetings of shareholders and special meetings of the Directors which are called by the requisite number of shareholders or Directors;

b) Keep the minutes of all meetings;

c) Have charge of the corporate seal and books;

d) Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board of Directors.

The Assistant Secretary, or Assistant Secretaries in the order designated by the Board of Directors, will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board.

7 Corporate Bylaws

5.5 The Treasurer: The Treasurer will:

a)Have custody of all the Corporation’s monies and securities and keep regular books of account;

b)Disburse the Corporation’s funds in payment of the just demands against the Corporation or as may be ordered by the Board of Directors,

taking proper vouchers for such disbursements; and

c)Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board of Directors. The Assistant Treasurer, or Assistant Treasurers in the order designated by the Board of Directors, must perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.

5.6 Delegation: In the absence or inability to act of any officer and of any person authorized to act in his or her place, the Board of Directors may delegate the officer’s powers or duties to any other officer, director, or other person.

5.7 Vacancies: Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special board meeting.

5.8 Other Officers: Directors may appoint other officers and agents as they deem necessary or expedient. The term, powers, and duties of such officers will be determined by the Board of Directors.

5.9 Loans: No loans may be made by the Corporation to any officer, unless first approved by the holders of two-thirds of the voting shares.

5.10 Term - Removal: The Corporation’s officers hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, without cause, by the affirmative vote of a majority of the whole Board of Directors. Such removal does not impact the removed officer’s contract rights, if any.

5.11 Bonds: The Board of Directors may resolve to require any officer to give bonds to the Corporation, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their offices and compliance with other conditions as required by the Board of Directors.

5.12 Salaries: Officers’ salaries will be fixed from time to time by the Board of Directors. Officers are not prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

8 Corporate Bylaws

ARTICLE 6

Dividends and Finance

6.1 Dividends: Dividends may be declared by the Board of Directors and paid by the Corporation out of the unreserved and unrestricted earned surplus of the Corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the Corporation, subject to the conditions and limitations imposed by the State of Delaware. The stock transfer books may be closed for the payment of dividends during periods not to exceed fifty days, as fixed by the Board of Directors. The Board of Directors, without closing the Corporation’s books, may declare dividends payable only to holders of record at the close of business on any business day not more than fifty days prior to the date on which the dividend is paid.

6.2 Reserves: The Directors may, in their absolute discretion, set aside out of the Corporation’s earned surplus, such sum or sums as they deem expedient for dividend, maintaining any corporate property, or any other purpose, before making any distribution of earned surplus.

6.3 Depositories: The Corporation’s moneys must be deposited in the Corporation’s name in a bank or trust company or trust companies designated by the Board of Directors. Corporate monies may be drawn out only by check or other order for payment signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

ARTICLE 7

Notices

Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered when deposited in the United States mail, addressed to the shareholder or director at his or her last known address in the records of the Corporation, with postage prepaid.

ARTICLE 8

Seal

The Board of Directors may adopt a corporate seal with the form and inscription of their choosing. The adoption and use of a corporate seal is not required.

9 Corporate Bylaws

ARTICLE 9

Books and Records

The Corporation must keep a complete and accurate accounting and minutes of the proceedings of its shareholders and Board of Directors. The Corporation must keep a list of its shareholders, including the names and addresses of all shareholders and the number and class of the shares held by each at its registered office or principal place of business, or at the office of its transfer agent or registrar. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

ARTICLE 10

Special Corporate Acts

10.1 Execution of Written Instruments: Contracts, deeds, documents, and instruments must be executed by the President alone unless the Board of Directors designates another procedure.

10.2 Signing of Checks or Notes: Checks, notes, drafts, and demands for money must be signed by an officer(s) designated by the Board of Directors.

10.3 Indemnification of Directors and Officers: The Corporation will indemnify any and all current or former Directors or officers or any person who may have served at its request as a director or officer of the Corporation or of any other corporation in which it is a creditor, against expenses actually or necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding brought or threatened in which they, or any of them, are or might be made party, by reason of being or having been directors or officers or a director or an officer of the Corporation, or of such other corporation. This indemnification will not apply, however, to any matter as to which such Director or officer or former Director or officer or person be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to which the indemnified person may be entitled, under any law, bylaw, agreement, vote of shareholders, or otherwise.

ARTICLE 11

Amendments

11.1 By Shareholders: These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the voting stock issued and outstanding at any regular or special shareholder meeting.

10 Corporate Bylaws

11.2 By Directors: The Board of Directors has the power to make, alter, amend, and repeal the Corporation’s Bylaws. Any alteration, amendment, or repeal of the Bylaws may be changed or repealed by the holders of a majority of the stock entitled to vote at any shareholders meeting.

11.3 Emergency Bylaws: The Board of Directors may adopt emergency Bylaws, subject to repeal or change by the shareholders, which operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States or a nuclear or atomic disaster.

Adopted by resolution of the Corporation's Board of Directors or incorporator on this 8th day of September, 2020

/s/ Yuxia Zhang

Director(s) or Incorporator(s)

11 Corporate Bylaws

EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT

K-Chain Group Inc.

A Delaware Corporation.

The undersigned (sometimes referred to herein as (“Subscriber”) hereby subscribes to purchase the number of shares of Common Stock (the “Shares”) of K-Chain Group Inc. a Delaware Corporation (the “Company”) indicated below.  The undersigned understands that, if accepted, its subscription is irrevocable, but that it may be rejected in the sole discretion of the Company, for any reason.

In consideration for the acceptance by the Company of this Subscription Agreement, the Subscriber hereby agrees, represents and warrants as follows:

1.         Acceptance or Rejection of Subscription.  The Company shall have the right to accept or reject this subscription in whole or in part.  If rejected, the Subscriber's check and Subscription Documents (as defined below) shall be promptly returned to the Subscriber.  If accepted, the Subscriber's check will be forwarded directly to the Company, and the Subscriber's Investor Questionnaire and Subscription Agreement (collectively referred to herein as the "Subscription Documents") will be retained by the Company.

2.         Closing.  If the Company has not received and accepted subscriptions and the closing date of _____________________ is not extended in the sole discretion of the Company for up to an additional ninety (90) days from the "Closing Date", the Offering will terminate and any unaccepted investments in the possession of the Company and Subscription Documents shall be promptly returned to the Subscriber.

3.         Agreement to Indemnify.  The Subscriber hereby agrees to indemnify and hold harmless the Company and all of its directors, officers, agents and employees from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) which they may incur (I) by reason of the Subscriber's failure to fulfill any of the terms and conditions of this Agreement, (ii) by reason of the Subscriber's breach of any of the Subscriber's representations, warranties or agreements contained herein or in the Investor Questionnaire, and (iii) with respect to any and all claims made by or involving any person, other than the Subscriber, claiming any interest, right, title, power or authority regarding the Subscriber's purchase of Shares.  The Subscriber further agrees and acknowledges that this indemnification agreement shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Subscriber's Shares or upon the Subscriber's death.

4.         Representations, Warranties and Covenants.  The Subscriber hereby represents, warrants, and covenants that:

(i)         Subscriber acknowledges that the Shares have not been registered under the Securities Act with the Securities and Exchange Commission, nor have the Shares been registered or qualified for sale under the laws of any other jurisdiction (either within or outside of the United States).

(ii)        Subscriber is acquiring the Shares for Subscriber’s own account and not for the account of others and for investment purposes only.

(iii)       All subsequent offers and sales of the Shares by Subscriber shall be made in compliance with the Securities Act, pursuant to registration under the Securities Act or pursuant to an exemption from such registration.

(iv)       Subscriber understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements acknowledgments and understandings of Subscriber set forth in the Subscription Agreement and Investor Questionnaire in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Shares.

(v)        Subscriber has adequate net worth and means of providing for his current needs and personal contingencies to sustain a complete loss of his investment in the Shares and has no need for liquidity in this investment.

(vi)       The Company has made available to Subscriber, its counsel and advisors, if any, the opportunity to ask questions of, and receive answers from the Company and its representatives, concerning the terms and conditions of an investment in the Shares, and has given it access to any requested information, documents, financial statements, books and records relative to the Company and an investment in the Shares.

(vii)      If the Subscriber is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and if the Subscriber is a partnership or other organization, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(viii)     (a) If the Subscriber is a corporation, the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, (b) if the Subscriber is a partnership or other organization, the other governing documents to enter into this Agreement and to consummate the transactions contemplated hereby and all necessary consents and approvals required by the partnership agreement or other governing documents have been obtained, and (c) for both corporations and partnerships, this Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally.

(ix)        Subscriber is aware that investing in the Shares is speculative and involves a high degree of risk and that any right to transfer its Shares in the Company is limited and restricted by law, and this Subscription Agreement.

(x)         Subscriber has evaluated the risks of investing in the Shares and has substantial experience in making investment decisions of this type or is relying on his advisors or Purchase Representative, if applicable, in making this investment decision.

The foregoing representations, warranties, and covenants and all other information which the Subscriber has provided to the Company concerning the Subscriber and the Subscriber's financial condition (or concerning the entity or organization which the subscriber represents and its financial condition) are true and accurate as of the date hereof.

5.          Subscription Agreement Binding on Heirs, Etc.  This Subscription Agreement shall be binding upon the Subscriber's heirs, successor’s estate, legal representatives and assigns, and shall be construed in accordance with the laws of the State of Delaware.

6.          Execution Authorized.  If this Subscription Agreement and the other relevant Subscription Documents are executed on behalf of a corporation, partnership, trust or other entity, the Subscriber has been duly authorized and empowered legally to represent such entity and to execute this Subscription Agreement and such Subscription Documents and all other instruments in connection with the purchase of the Shares, and the Subscriber's signature is binding upon such entity.

7.          Legal Representation/Conflict of Interest.  The Subscriber, by executing this Subscription Agreement acknowledges, represents and agrees that (a) the Company has retained legal counsel to represent it in connection with the preparation of this Subscription Agreement. (b) such legal counsel has prepared such documents with a view to the interests of the Company only and has not undertaken to represent the interest of the Subscriber and that no attorney-client relationship or fiduciary duty exists between such legal counsel and the Subscriber, notwithstanding that the Subscriber's investment may pay, directly or indirectly, for such legal services; (c) the Subscriber has been advised to have such legal documents reviewed by the Subscriber's own independent attorney and/or other advisors; and (d) the services performed by such legal counsel have been limited to the preparation of such documentation at the request and direction of the Company and such legal counsel has not undertaken to conduct any investigation whatsoever concerning the facts, risks or circumstances concerning or relating to the investment and/or the background or financial qualifications of the Company.

8.          Governing Law, and Venue.  This Agreement shall be construed in accordance with, and governed by, the laws of the Court of Chancery of the State of Delaware for any claim as to which the Court of Chancery has jurisdiction. Unless any claim as to which the Court of Chancery determines there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

9.          Definition of Terms.  The terms used herein, if not otherwise defined herein, shall have the meanings attributed to such terms in the Agreement.  All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons herein may require.

10.       Number of Shares.  The undersigned hereby subscribes for Shares as follows: __________________@ $0.50 cents per share.

My check payable to “K-Chain Group Inc.” in the amount of $____________________ is enclosed.

11.        Taxpayer Identification Number Certification.

Social Security or Tax I.D. No. Social Security or Tax I.D. No.

I declare that the number shown in this Subscription Agreement is my correct taxpayer identification number and/or social security number (or I am waiting for a number to be issued to me), that I have read and understood the foregoing documents, and that I desire to purchase the shares herein under the terms set forth in this Subscription Agreement.

Signature ________________________________	Signature ________________________________
Date ____________________________________	Date ____________________________________

TYPE OF OWNERSHIP (Check one)

[  ] INDIVIDUAL OWNERSHIP  (One signature required)	[  ] COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names)
[  ] JOINT TENANTS WITH RIGHT OF SURVIVORSHIP  (both or all parties must sign)	[  ] CORPORATION
[  ] PARTNERSHIP (Please include a copy of the Statement of Partnership Agreement authorizing signature)	[  ] TRUST  (Please include a copy of the Trust Agreement)

The undersigned has executed this Subscription Agreement this _____ day of ____________________. 

_________________________________________________	________________________________________________
Subscriber #1 Signature	Subscriber #2 Signature
_________________________________________________	________________________________________________
Subscriber #1 Print/Type Name and Title	Subscriber #2 Print/Type Name and Title
Telephone ________________________________________	Telephone _______________________________________
Email address _____________________________________	Email address ____________________________________
_________________________________________________	________________________________________________
Street Address	Street Address
_________________________________________________	________________________________________________
City/St/Zip	City/St/Zip

SUBSCRIPTION ACCEPTED:
K-Chain Group Inc.
By:
	Authorized Officer
Dated:

EX1A-11 CONSENT

CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the inclusion of my Auditors' Report, dated November 3, 2020, on the financial statements of K-Chain Group, Inc. as of September 30, 2020 and for the period from inception, September 4, 2020 to September 30, 2020 in the Form 1-A Tier II Registration Statement. We also consent to application of such report to the financial information in the Form 1-A Tier II, when such financial information is read in conjunction with the financial statements referred to in our report.

Denver, Colorado

November 6, 2020

EX1A-12 OPN CNSL

	The Law Office of Mark E. Pena, P.A.
Member of the Florida Bar	4230 So. MacDill Ave. Suite I	Member Federal Middle District of Florida
Tel. (813) 251-1289	Tampa, FL 33611	Fax (813) 831-1143

November 6, 2020

K-Chain Group Inc.

8 The Green

Suite A

Dover, DE 19901

RE: K-Chain Group, Inc. (the Company) Offering Statement on Form 1-A (the “Offering Statement”).

Ladies and Gentlemen:

My firm has acted as special counsel to the Company, a corporation incorporated under the laws of the State of Delaware, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933 as amended (the Securities Act”), with the Securities & Exchange Commission (the SEC) regarding the Company’s proposed offering (the “Offering”). The Offering will be for a total of 20,000,000 shares (the “shares”) of common stock, $.0001 par value of the Company.

This opinion letter is being delivered in accordance with the requirements of Item 17(12) of Form 1-A of the Securities Act. In rendering this opinion, I have examined the following documents in either certified form or copies provided to me by the Company.

1.                   Articles of Incorporation dated September 4, 2020 filed with the Secretary of State of the State of Delaware, stating that the Company has 100,000,000 shares authorized at 0.0001 par value.

2.                   By-laws of the Company dated September 4, 2020.

3.                   Resolution of the Board of Directors of the Company authorizing this share issuance and regulatory filing dated September 17, 2020.

4.                   Financial Audit Opinion, prepared by AJ Robbins CPA LLC of Denver, CO. dated September 30, 2020.

I have also examined the Delaware Secretary of State’s Business Entity website that shows the Company as active. I have also examined the Company’s current shareholder roster to confirm that there are sufficient number of shares available to satisfy the proposed issuance in the filing. I have also examined additional documents I have deemed relevant and necessary in order to issue the opinion hereafter set forth. Delaware State corporate law does not require a shareholder vote for the issuance of the proposed shares relevant to the subject 1-A filing, and the corporation’s charter designates the power to issue stock to the Board of Directors.

I have assumed: 1) the genuineness of all signatures, 2) the legal capacity of all natural persons, 3) the authenticity of all documents submitted to me as originals, 4) that all conformed or other copies conform to the original documents and that 5) all the records and other information made available to me by the Company on which I have relied are complete in all material respects. As to questions of fact material to this opinion, I have relied solely upon the above-referenced certificates and other documents and have not performed any independent investigation od same other than the review of the Delaware Secretary of State’s Corporation’s website. For purposes of this opinion letter, I assume that all of the certificates and documents from officials dated prior to this date remain accurate as of the date of this letter. I am also making the assumption that the Offering statement will be declared qualified.

I also must qualify that the enforcement of any agreements entered into by the Company relevant herein, may be limited or subject to applicable bankruptcy, insolvency or reorganization laws in the future that are not present now.

Based upon the foregoing, I am of the opinion that the issuance of the Shares has been duly authorized and upon issuance, the Shares will be validly issued fully paid for and nonassessable. Purchasers and holders will not be obligated for any further payments beyond the purchase price.

The opinions I express here are limited to the facts and matters specifically set forth herein and I offer no further opinion and none should be inferred beyond those expressly stated herein. I will not be advising you of any subsequent changes in the facts stated or assumed herein or any changes in any applicable law relevant to this Reg A Offering or Delaware state law related to the issuance and sale of the Shares.

This opinion letter is limited to the corporate laws of the state of Delaware. I offer no opinion regarding the laws of any other state or jurisdiction. I specifically exclude any opinions regarding federal or state securities laws, including Delaware related to the issuance and sale of the Shares.

You are free to rely and use this opinion letter as needed and I consent to it being included as Exhibit 5 of the Offering as required under the caption “Legal Matters”. Notwithstanding this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

Very Truly Yours,

Mark E. Pena, Esquire

Mark E. Pena, Esq.

Attorney at Law

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