1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

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

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

Financial Statements

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

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

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

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

1-A: Item 3. Application of Rule 262

Application Rule 262

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

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

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

Summary Infomation

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

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

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

Jurisdictions in Which Securities are to be Offered

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

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

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

Unregistered Securities Issued or Sold Within One Year

None ☐

Unregistered Securities Issued

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

Unregistered Securities Issued

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

Unregistered Securities Issued

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

Unregistered Securities Issued

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

Unregistered Securities Issued

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

Unregistered Securities Issued

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

Unregistered Securities Act

Table of Contents

As filed with the Securities and Exchange Commission on March 7, 2022

File No. 024-11775

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated March 7, 2022

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). 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 SEC 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.

OFFERING CIRCULAR

Transnational Group, Inc.

50,000,000 Shares of Common Stock

By this Offering Circular, Transnational Group, Inc., a Nevada corporation, is offering for sale a maximum of 50,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $._____ [0.02-0.04] per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $1,000 of the Offered Shares is required in this offering; any additional purchase must be in an amount of at least $500. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments. Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares.

We estimate that this offering will commence on or around January 10, 2022; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See “Plan of Distribution”).

Our common stock is quoted in the over-the-counter under the symbol “TAMG” in the OTC Pink marketplace of OTC Link. On March 4, 2022, the closing price of our common stock was $0.0441 per share.

Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Preferred Stock, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The Series A Preferred Stock has the following voting rights: each share of the Series A Preferred Stock may vote the equivalent of 1,000 shares of our common stock on all matters submitted to our shareholders. One of our directors, who controls the disposition of all outstanding shares of the Series A Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).

THE SEC 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 SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Shares.

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law Exemption” and “Offerings to Qualified Purchasers-Investor Suitability Standards” (page 15). Before making any representation that you satisfy the established investor suitability standards, 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.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Offering Circular is ______, 2022.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OFFERING CIRCULAR SUMMARY

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Transnational Group, Inc., a Nevada corporation, including its wholly-owned subsidiary, Bokoo TV, Inc., a Nevada corporation.

Our Company

Our company was incorporated on April 2, 1999, in the State of Nevada as Vitaminoverrun.com Corp. In August 2001, our corporate name changed to Apache Motor Corporation. In November 2005, our corporate name changed to Transnational Automotive Group, Inc. In January 2014, our corporate name changed to Transnational Group, Inc.

On September 14, 2020, Grassroots Advisory, LLC was appointed as Custodian of Transnational Group, Inc. (Case No. A-20-819126-B by the Nevada District Court, in Clark County, Nevada. On January 22, 2021, the custodianship was terminated.

On July 18, 2021, we completed the acquisition of On OTT Now, Inc. (“On OTT Now”), which merged with and into our operating subsidiary, Bokoo TV, Inc. (“Bokoo TV”).

From its inception in September 2019, On OTT Now had engaged in the development of a multilingual OTT video streaming platform and had planned to demonstrate such platform in an effort to attract investment and business partner interest.

Our company intends to develop and market our planned Bokoo TV over-the-top (OTT) video streaming platform, which is to offer an affordable TV-like experience with hundreds of live channels and On Demand services. Bokoo TV will be available on the internet, mobile devices, Roku, Amazon Fire, Samsung and other prominent smart-TV platforms. Our initial marketing will be focused on Diaspora communities within the United States. (See “Business”).

Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

RISK FACTORS

An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See “Cautionary Statement Regarding Forward-Looking Statements”).

Risks Associated with the COVID-19 Pandemic

It is possible that the Coronavirus (“COVID-19”) pandemic could cause long-lasting stock market volatility and weakness, as well as long-lasting recessionary effects on the United States and/or global economies. Should the negative economic impact caused by the COVID-19 pandemic result in continuing long-term economic weakness in the United States and/or globally, our ability to expand our business would be severely negatively impacted. It is possible that our company would not be able to sustain during any such long-term economic weakness.

Risks Related to Our Company

We have incurred losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. Our Bokoo TV OTT service has not yet generated revenues. While we reported a net profit of $146,171 (unaudited) for the six months ended August 31, 2021, such net profit was attributable to a one-time income event related to extinguishment of debt. For the three months ended August 31, 2021, we reported a net loss of $509,200 (unaudited) and, as of that date, we had an accumulated deficit of $18,211,089 (unaudited). Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

There is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.

We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our planned Bokoo TV OTT video streaming business. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.

We do not have a successful operating history. We have never earned a profit from our planned Bokoo TV OTT video streaming business, which makes an investment in the Offered Shares speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of new business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:

There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.

We may not be successful in establishing our Bokoo TV OTT video streaming business model. We are unable to offer assurance that we will be successful in establishing our Bokoo TV OTT video streaming business model. Should we fail to do so, you can expect to lose your entire investment in the Offered Shares.

We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.

If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

We currently depend on the efforts of our sole executive officer; the loss of this person could disrupt our operations and adversely affect the further development of our business. Our success in establishing our Bokoo TV OTT video streaming business will depend, primarily, on the continued service of our sole officer, Barry Grunberger. The loss of service of Mr. Grunberger for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have not entered into employment agreement with Mr. Grunberger. We have not purchased any key-man life insurance.

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

Our planned Bokoo TV OTT video streaming business is not based on independent market studies. We have not commissioned any independent market studies with respect to the OTT video streaming industry. Rather, our plans for implementing our Bokoo TV OTT video streaming business and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in establishing our business.

Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Business

We may not be able to compete effectively in the OTT video streaming market. The OTT video streaming industry has enjoyed explosive growth in recent years and is an intensely competitive industry. Netflix, the leading video streaming content provider, YouTube TV and Hulu are among the most well-known of our competitors. Many of our competitors possess substantially greater resources, financial and otherwise, than does our company. No assurances can be given that we will be able to compete successfully in the OTT video streaming industry.

Introduction of new products and services by competitors could harm our competitive position and results of operations. The market for our planned Bokoo TV video streaming subscription service is characterized by intense competition, evolving industry standards, evolving business and distribution models, price cutting, with resulting downward pressure on gross margins, and price sensitivity on the part of consumers. Our future success will depend on our ability to gain recognition of the Bokoo TV brand name and customer loyalty, as well as our being able to anticipate and respond to emerging standards and other unforeseen changes. If we fail to satisfy such standards of operation, our operating results could suffer. Further, intra-industry consolidations may result in stronger competitors and may, therefore, also harm our future results of operations.

If our efforts to attract and retain subscribers to our planned Bokoo TV video streaming subscription service are not successful, our business will be adversely affected. Our ability to attract, and to continue to attract, subscribers to our planned Bokoo TV video streaming subscription service will depend, in part, on our ability consistently to provide subscribers with compelling content choices, as well as a quality experience for selecting and viewing Bokoo TV’s content. If consumers do not perceive Bokoo TV to be of value, we may not be able to attract and retain subscribers. If we do not grow as expected, we may not be able to adjust our expenditures commensurate with the lowered growth rate such that our margins, liquidity and results of operation may be adversely impacted. If we are unable to compete successfully with current and new competitors in both retaining existing subscribers and attracting new subscribers, our business will be adversely affected.

Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business. The market for entertainment video is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options through which to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Piracy, in particular, threatens to damage our business, as piracy renders virtually all content free. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet based e-commerce or entertainment video providers, are rapidly increasing their internet-based video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition and significant financial, marketing and other resources. As compared to our company, they may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing.

New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also may enter into business combinations or alliances that strengthen their competitive positions. If we are unable to compete successfully or profitably with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability.

If we fail to maintain a positive reputation with consumers concerning our planned Bokoo TV video streaming subscription service, including the content offered, we may not be able to attract or retain subscribers, and our operating results may be adversely affected. We believe that a positive reputation with consumers concerning our planned Bokoo TV video streaming subscription service, once launched, is highly important in attracting and retaining subscribers who have a number of choices from which to obtain entertainment video. To the extent Bokoo TV video content is perceived as low quality, offensive or otherwise not compelling to consumers, our ability to establish and maintain a positive reputation may be adversely impacted.

If studios, content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to our company, our business could be adversely affected. Our ability to provide Bokoo TV subscribers with video streaming content depends on studios', content providers' and other rights holders' licensing rights to distribute such content and certain related elements thereof. The license periods and the terms and conditions of such licenses vary. If the studios, content providers and other rights holders are not or are no longer willing or able to license our company content upon terms acceptable to us, our ability to stream content to Bokoo TV subscribers will be adversely affected and/or our costs could increase. As competition increases, the cost of programming can be expected to increase. Also, we focus on providing an overall mix of content that engages subscribers in a cost-efficient manner. If we do not maintain a compelling mix of content, it can be expected that our subscriber acquisition and retention may be adversely affected.

Any significant disruption in, or unauthorized access to, our computer systems or those of third parties utilized in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber information, or theft of intellectual property, which could adversely impact our business. Bokoo TV’s reputation and ability to attract, retain and serve subscribers is dependent upon the reliable performance and security of our computer systems and those of third parties utilized in our operations. These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures and cybersecurity risks. Interruptions in these systems, or with the internet in general, could make Bokoo TV unavailable or degraded or otherwise hinder our ability to deliver Bokoo TV. Service interruptions, errors in software or the unavailability of computer systems used in operations could diminish the overall attractiveness of Bokoo TV to existing and potential subscribers.

Our computer systems and those of third parties used in our operations are vulnerable to cybersecurity risks, including computer viruses, physical or electronic break-ins and similar disruptions. Any attempt by hackers to obtain our data or intellectual property, disrupt Bokoo TV, or otherwise access to our systems, or those of associated third parties, if successful, could harm our business, be expensive to remedy and damage our reputation. We will implement certain systems and processes to thwart hackers and protect our data and systems. Any significant disruption to Bokoo TV could result in a loss of subscribers and adversely affect our business and results of operation.

Changes by network operators in how they handle and charge for access to data that travels across their networks could adversely impact our business. We rely upon the ability of consumers to access Bokoo TV through the internet. If network operators block, restrict or otherwise impair access to Bokoo TV over their networks, our Bokoo TV video streaming subscription service and business could be negatively affected. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our subscriber acquisition and retention could be negatively impacted.

If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business, or incur greater operating expenses. The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business. In addition, the continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.

Privacy concerns could limit our ability to collect and leverage our subscriber data and disclosure of subscriber data could adversely impact our business and reputation. In the ordinary course of business, we will collect and utilize data supplied by Bokoo TV subscribers. We currently face certain legal obligations regarding the manner in which we treat such information. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the internet regarding users' browsing and other habits. Increased regulation of data utilization practices, including self-regulation or findings under existing laws that limit its ability to collect, transfer and use data, could have an adverse effect on our business.

Our reputation and our relationships with Bokoo TV video streaming subscribers would be harmed if subscriber data, particularly billing data, were to be accessed by unauthorized persons. We will maintain personal data regarding Bokoo TV subscribers, including names and billing data. Initially, this data will be maintained on third-party systems. With respect to billing data, such as credit card numbers, we will rely on licensed encryption and authentication technology to secure such information. Measures will be taken to protect against unauthorized intrusion into Bokoo TV subscribers' data. Despite these measures, our third-party payment processing services could experience an unauthorized intrusion into Bokoo TV subscribers' data. In the event of such a breach, current and potential Bokoo TV subscribers may become unwilling to provide the information necessary for them to become Bokoo TV subscribers. Additionally, we could face legal claims or regulatory fines or penalties for such a breach. The costs relating to any data breach could be material, and we do not expect to carry insurance against the risk of a data breach for the foreseeable future. For these reasons, should an unauthorized intrusion into Bokoo TV subscribers' data occur, our business could be adversely affected.

We will be subject to payment processing risk. Bokoo TV subscribers will pay their monthly fees using credit/debit cards. Initially, we will rely on third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. To the extent there are disruptions in our payment processing systems, our revenue, operating expenses and results of operation could be adversely impacted.

If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of the Bokoo TV brand may be diminished, and our business adversely affected. We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of the Bokoo TV brand may be diminished, competitors may be able to more effectively mimic our video streaming service and methods of operations, the perception of the Bokoo TV business and service to subscribers and potential subscribers may become confused in the marketplace, and our ability to attract Bokoo TV subscribers may be adversely affected.

Our success will depend on external factors within the OTT video streaming industry. The success of our planned Bokoo TV video streaming services will depend on our ability to establish the Bokoo TV video streaming digital platform from which to provide our planned video streaming service. Thereafter, the success of our Bokoo TV video streaming business will also depend upon:

Risks Related to Compliance and Regulation

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G, nor Regulation 14D. So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers and beneficial holders will only be available through periodic reports we file with OTC Markets.

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Our holding company structure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of the Offered Shares

The outstanding shares of our Series A Preferred Stock preclude current and future owners of our common stock from influencing any corporate decision. Two of our directors, Barry Grunberger and Deepankar Katyal, are the beneficial owners of all outstanding shares of the Series A Preferred Stock. The Series A Preferred Stock has the following voting rights: each share of the Series A Preferred Stock may vote the equivalent of 1,000 shares of our common stock on all matters submitted to our shareholders. Messrs. Grunberger and Katyal will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management”).

The outstanding shares of our Series B Preferred Stock represent potential significant future dilution in ownership of our common stock, including the Offered Shares. The outstanding shares of our Series B Preferred Stock are convertible into a total of 125,025,000 shares of our common stock at any time. At such time as these shares of Series B Preferred Stock are converted into shares of common stock, holders of our common stock, including the Offered Shares, will incur significant dilution in their ownership of our company.

There is no minimum offering and no person has committed to purchase any of the Offered Shares. We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Offered Shares or that we will sell enough of the Offered Shares necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the Offered Shares.

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

You may never realize any economic benefit from a purchase of Offered Shares. Because the market for our common stock is volatile, there is no assurance that you will ever realize any economic benefit from your purchase of Offered Shares.

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

Our shares of common stock are Penny Stock, which may impair trading liquidity. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

Our common stock is thinly traded and its market price may become highly volatile. There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

The terms of this offering were determined arbitrarily. The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be considered as an indication of any intrinsic value of such securities. (See “Dilution”).

Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering. If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. (See “Dilution”).

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

DILUTION

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

If you purchase Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offered Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of September 30, 2021, was $90,900 (unaudited), or $0.0008 per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares outstanding.

The tables below illustrate the dilution to purchasers of Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Offered Shares are sold.

USE OF PROCEEDS

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares and assuming the payment of no sales commissions or finder’s fees. There is, of course, no guaranty that we will be successful in selling any of the Offered Shares in this offering.

The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares. All amounts set forth below are estimates.

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the OTT video streaming industry, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

PLAN OF DISTRIBUTION

In General

Our company is offering a maximum of 50,000,000 Offered Shares on a best-efforts basis, at a fixed price of $____[0.02-0.04] per Offered Share; any funds derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

There is no minimum number of Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

We intend to sell the Offered Shares in this offering through the efforts of our Chief Executive Officer, Barry Grunberger. Mr. Grunberger will not receive any compensation for offering or selling the Offered Shares. We believe that Mr. Grunberger is exempt from registration as a broker-dealers under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Grunberger:

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8.0% of the gross offering proceeds from their sales of the Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8% on the sale of Offered Shares effected by the broker-dealer.

Procedures for Subscribing

If you are interested in subscribing for Offered Shares in this offering, please submit a request for information by e-mail to Mr. Grunberger at: barry@transnational-group.com; all relevant information will be delivered to you by return e-mail.

Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are:

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Shares subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on our company’s page on the SEC’s website: www.sec.gov.

An investor will become a shareholder of our company and the Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and we accept the investor as a shareholder.

By executing the subscription agreement and paying the total purchase price for the Offered Shares subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See State Qualification and Investor Suitability Standards below).

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially purchase at least $5,000 of the Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $500.

State Law Exemption and Offerings to Qualified Purchasers

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Shares in Colorado, Connecticut, Delaware, Georgia, Puerto Rico and New York. However, we may, at a later date, decide to sell Offered Shares in other states. In the case of each state in which we sell the Offered Shares, we will qualify the Offered Shares for sale with the applicable state securities regulatory body or we will sell the Offered Shares pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Shares to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Issuance of Offered Shares

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either issue such investor’s purchased Offered Shares in book-entry form or issue a certificate or certificates representing such investor’s purchased Offered Shares.

Transferability of the Offered Shares

The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will not give a complete understanding of our company, this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Shares.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of (a) 500,000,000 shares of common stock, $.001 par value per share and (b) 100,000,000 shares of Preferred Stock, $.001 par value per share, (1) 10,000,000 shares of which have been designated Series A Preferred Stock, (2) 75,000 shares of which have been designated Series B Preferred Stock and (3) 6,000 shares of which have been designated Series C Preferred Stock.

As of the date of this Offering Circular, there were (w) 115,100,000 shares of our common stock issued and outstanding held by 506 holders of record; (x) 10,000,000 shares of Series A Preferred Stock issued and outstanding held by three (3) holders of record; (y) 75,000 shares of Series B Preferred Stock issued and outstanding held by one holder of record; and (z) 1,000 shares of Series C Preferred Stock issued and outstanding held by one two (2) holders of record.

Common Stock

The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevada law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

Series A Preferred Stock

Voting. The Series A Preferred Stock has the following voting rights: each share of the Series A Preferred Stock may vote the equivalent of 1,000 shares of our common stock on all matters submitted to our shareholders. 100% of our Series A Preferred Stock is owned by OTC Media-Cap, LLC. One of our directors, Deepankar Katyal, controls the disposition of the Series A Preferred Stock owned by OTC Media-Cap, LLC. Due to the superior voting rights of the Series A Preferred Stock, Mr. Katyal will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Transactions”).

Dividends. The shares of Series A Preferred Stock shall be entitled to no dividends.

Liquidation Preference. In the event of liquidation, dissolution, or winding up of our company, either voluntary or involuntary,

the holder(s) of the Series A Preferred Stock will not be entitled to receive any of the assets of our company.

Conversion. The shares of Series A Preferred Stock do not possess rights of conversion.

Series B Preferred Stock

Voting. The Series B Preferred Stock has the following voting rights: with respect to each matter submitted to a vote of our shareholders, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder.

Dividends. The shares of Series B Preferred Stock shall be entitled to dividends as may be declared by our Board of Directors.

Liquidation Preference. In the event of liquidation, dissolution, or winding up of our company, either voluntary or involuntary, the holders of the Series B Preferred Stock will be entitled to receive out of the assets of our company, the amount of $0.001 per share, before any payment is made or assets distributed to holders of our common stock; provided, however, that, with respect to liquidation preference, the Series B Preferred Stock shall be on par with our shares of Series A Preferred Stock.

Conversion. Each share of Series B Preferred Stock is convertible into 1,667 shares of our common stock, at any time.

Series C Preferred Stock

Voting. The shares of Series C Preferred Stock do not possess voting rights.

Dividends. The shares of Series C Preferred Stock shall be entitled to no dividends.

Liquidation Preference. In the event of liquidation, dissolution, or winding up of our company, either voluntary or involuntary, the holders of the Series C Preferred Stock will be entitled to receive out of the assets of our company, the amount of $100.00 per share, before any payment is made or assets distributed to holders of our common stock; provided, however, that, with respect to liquidation preference, the Series C Preferred Stock shall be junior to our shares of Series A Preferred Stock and Series B Preferred Stock.

Conversion. Each share of Series C Preferred Stock is convertible into 13,334 shares of our common stock, at any time.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

In addition, one of our directors, Deepankar Katyal, controls the disposition of the Series A Preferred Stock owned by OTC Media-Cap, LLC. Due to the superior voting rights of the Series A Preferred Stock, Mr. Katyal will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

Pre-emptive Rights

As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Nevada law.

Transfer Agent

We have retained the services of Pacific Stock Transfer Co., 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119, as the transfer agent for our common stock. Pacific Stock Transfer’s website is located at: www.pacificstocktransfer.com. No information found on Pacific Stock Transfer’s website is part of this Offering Circular.

BUSINESS

History

Our company was incorporated on April 2, 1999, in the State of Nevada as Vitaminoverrun.com Corp. In August 2001, our corporate name changed to Apache Motor Corporation. In November 2005, our corporate name changed to Transnational Automotive Group, Inc. In January 2014, our corporate name changed to Transnational Group, Inc.

On September 16, 2020, Grassroots Advisory, LLC was appointed as Custodian of our company, Transnational Group, Inc. (Case No. A-20-819126-B), by the Nevada District Court, in Clark County, Nevada. On January 22, 2021, the custodianship was terminated.

On July 18, 2021, we completed the acquisition of On OTT Now, Inc., which merged with and into our operating subsidiary, Bokoo TV, Inc. From its inception in September 2019, On OTT Now had engaged in the development of a multilingual OTT video streaming platform and had planned to demonstrate such platform in an effort to attract investment and business partner interest.

On August 8, 2021, we accepted the resignation of Douglas DiSanti as CEO and appointed Barry Grunberger as CEO and CFO. In addition, Deepankar Katyal and Andrew Van Noy were elected as Directors of our company.

Our principal executive offices are located at 2701 North Thanksgiving Way, Suite 100, Lehi, Utah 84043. Our telephone number is 800-579-4364. Our corporate website is located at www.transnational-group.com. No information found on our company’s website is part of this Offering Circular.

Overview

Our company intends to develop and market our planned Bokoo TV over-the-top (OTT) video streaming platform, which is to offer an affordable TV-like experience with hundreds of live channels and On Demand services. Bokoo TV will be available on the internet, mobile devices, Roku, Amazon Fire, Samsung and other prominent smart-TV platforms. Our initial marketing will be focused on Diaspora communities within the United States.

Over-the-Top (OTT)

Over-the-top (OTT) is the term used to describe the delivery of digital video and TV content via the internet to users, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV.

Bokoo TV

In General. Bokoo TV is our planned OTT video streaming platform that will offer subscribers an affordable TV-like experience with hundreds of live channels and On Demand services available on the internet, on mobile devices and on ROKU, Amazon Fire Stick, Android, Chromecast, IOS, Apple TV and other smart TV platforms.

Initially, we intent to focus our marketing and programming efforts towards Diaspora communities, first, in the United States, and, thereafter, internationally, including communities of Indian, Russian, Filipino, Chinese, Vietnamese origin. Currently, the total Diaspora population in North America approaches 60 million, led in numbers by the following countries and regions of origin: India, Mexico, Russia, China, Vietnam, Pakistan, Philippines, by Central America, South America, Africa, Asia and the Caribbean.

By creating our own Bokoo TV channels, both in English and in other native languages, as well as by partnering with content creators, content owners and aggregators, who will manage their own branded channels to upload to the Bokoo TV video streaming digital platform and control their channel’s content, programming and design, we expect that we will be able to get Bokoo TV to scale across available video streaming platforms, including ROKU, Amazon Fire Stick, Android, Chromecast, IOS and Apple TV.

We believe Bokoo TV is capable of becoming a leading OTT video streaming service for the Diaspora communities on all digital platforms, for linear, VOD and live channels, with a hybrid, affordable monthly subscription model, including a free first month and a limited advertising option, to achieve scale and continuous ongoing monthly revenue, as well as a premium-based service to use without commercials.

Background. Bokoo TV is the brand name for our planned OTT video streaming subscription service which is to be delivered to subscribers by and through the Bookoo TV App, and which will include our interconnected BokooTV.com website, will compete in the OTT content delivery industry.

Bokoo TV subscribers will be able to access and watch Bokoo TV’s video streaming content as much as they want, anytime, anywhere, on nearly any internet-connected device.

We expect Bokoo TV will be well positioned in a rapidly expanding industry segment. Once our Bokoo TV digital platform is completed, our initial strategy is to expand the Bokoo TV subscriber base, with an initial focus on the Diaspora communities in the United States. In conjunction with these efforts, we intend always to seek to improve the programming options available to Bokoo TV subscribers.

Streaming. The term streaming refers to the delivery method of the medium, rather than the medium itself. Today, streaming refers to situations in which an end-user watches digital video content (or listens to digital audio) on a device over the internet. With streaming content, the end-user is not required to download the entire digital video or digital audio file before consuming the desired content, that is, the desired content is continuously transmitted by a provider to, and received by, the end-user.

Video Delivery (Pay-TV) Industry. Over the past several years, the cable and satellite television industry has experienced an accelerating level of disruption caused by consumers who are cutting the cord. Cord-cutters are consumers who have cancelled their cable or satellite television service, in favor of video services delivered by over-the-top (see discussion below) providers.

OTT Content Industry. In broadcasting, over-the-top content (OTT) is the audio, video and other media content (e.g., television programming) transmitted, or delivered, to an end-user over the internet, without the involvement of a multiple-system operator. While an Internet Service Provider (ISP) may be aware of the transmitted contents (referred to as internet protocol (IP) packets), the ISP is not responsible for, nor able to control, the viewing abilities, copyrights and/or other redistribution of the IP packets, that is, the delivered content. In short, OTT refers to content from a third party that is delivered to an end-user, with the ISP simply transporting content.

According to Allied Market Research, the OTT market was worth $121.61 billion in 2019 and will grow to $1.039 trillion by 2027. Also, OTT streaming to televisions increased 115% from 2020 to 2021, according to Conviva. Further, of all revenue made in the OTT market: 51.58% comes from advertising video-on-demand; 40.16% comes from subscription video-on-demand; 5.1% comes from pay-per-view; and 3.16% comes from video downloads [Source: Statistica].

Modes of Access. End-users access OTT content through internet-connected devices, such as smart phones, smart TVs, set-top boxes, gaming consoles and desktop/laptop computers.

Bokoo TV Digital Platform Development

We have completed the Beta development of the administration console for the Bokoo TV digital platform and are currently working on development of the user interface for the client-side of the platform. We anticipate that this portion of the platform will be completed by the end of the second quarter of 2022.

Marketing

Our marketing efforts are spread across two channels: acquiring users and acquiring content. Our efforts to acquire users will include organic methods, using public relations and marketing efforts, advertising across paid programmatic media channels and social media, as well as partnerships with content providers. Our efforts to acquire content will include forming strategic partnerships, purchasing content, licensing agreements and re-purposed content.

Competition

The market for entertainment video is intensely competitive and subject to rapid change. Bokoo TV will compete against other entertainment video providers, such as multichannel video programming distributors (MVPDs), internet-based movie and TV content providers (including those that provide pirated content), video gaming providers and DVD rental outlets and, more broadly, against other sources of entertainment that Bokoo TV subscribers could choose in their free time.

Bokoo TV will also compete against entertainment video providers in obtaining content that subscribers will enjoy. Because consumers often maintain simultaneous subscriptions with multiple entertainment sources, we will strive to cause consumers to choose Bokoo TV in their free time. To accomplish this objective, we will seek continually to improve Bokoo TV, in both technology and content. There is no assurance that Bokoo TV will be able to compete effectively.

Netflix, the leading video streaming content provider, YouTube TV, Disney+ and Hulu are among the most well-known of our competitors. Many of our competitors possess substantially greater resources, financial and otherwise, than does our company. No assurances can be given that we will be able to compete successfully in the OTT video streaming industry.

Intellectual Property

We regard our trademarks, service marks, business know-how and proprietary recipes as having significant value and as being an important factor in the marketing of Bokoo TV. Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws.

We are the owner of the Bokoo TV trademark. In the near future, we intend to file for registration of this trademark with the U.S. Patent and Trademark Office.

Litigation

We have no current, pending or threatened legal proceedings or administrative actions either by or against us that could have a material effect on our business, financial condition, or operations and any current, past or pending trading suspensions.

Facilities

We lease a small office space which is adequate for our current operations.

Employees

We have two full-time employees, our Chief Executive Officer, Barry Grunberger, and a developer, as well as nine independent contractors.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates. To date, we do not believe that COVID-19 has had a material impact on our company’s operations, due to our company’s ongoing lack of operating capital.

Results of Operations

Nine Months Ended November 30, 2021 (“Interim 2021”) and 2020 (“Interim 2020”). During Interim 2021 and Interim 2020, our business operations generated no revenue.

During Interim 2021, we incurred operating expenses of $23,922 (unaudited), other expense of $500,000 and interest expense of $10,556, which were offset by a one-time gain on extinguishment of debt of $665,927, resulting in a net profit of $131,449 (unaudited).

During Interim 2020, we incurred interest expense of $40,464 (unaudited), resulting in a net loss of $(40,464) (unaudited).

Without obtaining significant proceeds in this offering or otherwise, we will be unable to complete the development and launch of the Bokoo TV digital video streaming platform. Should we obtain such needed funds, we expect that our revenues will increase from quarter to quarter, beginning with the third quarter of 2022. There is no assurance that such will be the case, however. We expect to incur operating losses through at least all of 2022.

Further, because of our current lack of growth capital and the uncertainty of our obtaining needed capital, we are unable to predict the levels of our future revenues.

Years Ended February 28, 2021 (“Fiscal 2021”) and 2020 (“Fiscal 2020”). During Fiscal 2021 and Fiscal 2020, our business operations generated no revenue.

During Fiscal 2021, we incurred interest expense of $53,659, resulting in a net loss of $(53,659) (unaudited).

During Fiscal 2020, we incurred interest expense of $55,673, resulting in a net loss of $(55,673) (unaudited).

Plan of Operation

We believe that the proceeds of this offering will satisfy our cash requirements for at least the next twelve months.

Platform Completion. Should we derived at least $500,000 in proceeds in this offering, we will be able to complete the development of our Bokoo TV video streaming digital platform.

In General. Bokoo TV is our planned OTT video streaming platform that will offer subscribers an affordable TV-like experience with hundreds of live channels and On Demand services available on the internet, on mobile devices and on ROKU, Amazon Fire Stick, Android, Chromecast, IOS, Apple TV and other smart TV platforms.

Initially, we intent to focus our marketing and programming efforts towards Diaspora communities, first, in the United States, and, thereafter, internationally, including communities of Indian, Russian, Filipino, Chinese, Vietnamese origin. Currently, the total Diaspora population in North America approaches 60 million, led in numbers by the following countries and regions of origin: India, Mexico, Russia, China, Vietnam, Pakistan, Philippines, by Central America, South America, Africa, Asia and the Caribbean.

By creating our own Bokoo TV channels, both in English and in other native languages, as well as by partnering with content creators, content owners and aggregators, who will manage their own branded channels to upload to the Bokoo TV video streaming digital platform and control their channel’s content, programming and design, we expect that we will be able to get Bokoo TV to scale across available video streaming platforms, including ROKU, Amazon Fire Stick, Android, Chromecast, IOS and Apple TV.

We believe Bokoo TV is capable of becoming a leading OTT video streaming service for the Diaspora communities on all digital platforms, for linear, VOD and live channels, with a hybrid, affordable monthly subscription model, including a free first month and a limited advertising option, to achieve scale and continuous ongoing monthly revenue, as well as a premium-based service to use without commercials.

Financial Condition, Liquidity and Capital Resources

November 30. At November 30, 2021, our company had $79,611 (unaudited) in cash and had working capital of $76,078 (unaudited), compared to $-0- (unaudited) in cash and a working capital deficit of $953,811 (unaudited) at February 28, 2021.

Our company’s current cash position of approximately $79,000 is adequate for our company to maintain its present level of operations through at least the first quarter of 2022. However, we must obtain additional capital from third parties, including in this offering, to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

February 28, 2021. At February 28, 2021, our company had $-0- (unaudited) in cash and a working capital deficit of $953,811 (unaudited), compared to $-0- (unaudited) in cash and a working capital deficit of $900,152 (unaudited) at February 28, 2020.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.

Capital Expenditures

We made no capital expenditures during the year ended February 28, 2021, nor during the six months ended August 31, 2021. We do not anticipate making any such expenditures during the next twelve months, unless we are able to obtain sufficient capital, including from this offering, of which there is no assurance.

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office. There exist no family relationships among our officers and directors.

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

Barry Grunberger has served our company as Chief Executive Officer, Secretary and a Director, since August 2021. Prior to his joining our company, since June 2019, Mr. Grunberger has served as Chief Executive Officer of On OTT Now, Inc., d/b/a Bokoo TV, a digital streaming platform for immigrant communities in North America, which company became our subsidiary in August 2021. Mr. Grunberger served as CEO and co-founder of Stream Go Media LLC, a Roku publisher that developed over 25 channels on the Roku platform, from August 2019 to May 2020. From July 2018 to May 2019, Mr. Grunberger was Chief Revenue and Strategy Officer for Gamoshi, a new supply side platform for digital publishers headquartered in Israel. Prior to his serving Gamoshi, he served as Head of Business Development for Verta Media, one of the fastest growing supply side platforms in the digital ad environment, from June 2018 to August 2018. He was as co-founder of startup-Progrox, a digital ad platform, from October 2015 until June 2016. He was Chief Revenue Officer for Konnected, a supply side platform for publishers, from January 2015 until August 2015. Mr. Grunberger was a co-founder of Ad Forge, a digital ad platform, from December 2013 to December 2014. Prior to his efforts with Ad Forge, he was Chief Revenue Officer at Hot Point media, a publisher of web sites, from February 2013 until December 2013, and Senior Vice President Business Development and Sales for Hot Point Media from September 2012 until February 2013. From February 2012 to September 2012, Mr. Grunberger served as Executive Vice President Business Development charged with managing its demand supply platform) for digital publishers. He served as Global Senior Vice President Business Development and Member of the Board of Directors from July 2010 until January 2012. Mr. Grunberger attended Boston University.

Deepankar Katyal has served our company as a Director, since July 2021. Since 2017, Mr. Katyal has served as Chief Executive Officer of Advangelists, LLC, a wholly-owned subsidiary of Mobiquity Technologies, Inc. (trading symbol: MOBQ), a next generation, AdTech Operating System platform for data and advertising. Mr. Katyal was a director of MOBQ from December 2018 until May 2020. From January 2017 to the present, he has also served as an advisor providing business and product advice to Q1media, a digital media services company. Additionally, from 2016 to the present, he has served as a strategic advisor to Silicon Valley Stealth Mode Products, a private company. From May 2016 to April 2017, he served as a strategic advisor to Airupt Inc., a mobile marketing platform for brands. From May 2016 to March 2017, he was head of Partnership and Strategy for Adtile Technologies, a mobile publishing and advertising solution company. From November 2015 to 2016, he served as a strategic advisor to Moonraft Innovation Labs, a company that creates customer experiences to differentiate the entities’ clients in the market by creating and designing interactive experiences across physical and digital customer touch points. From April 2014 to May 2016, he also served as a member of the innovation team at Opera Mediaworks, a mobile advertising platform company.

Andrew Van Noy has served our company as a Director, since June 2021, and, from June to August 2021, he served as our Chief Executive Officer and President. Since May 2011, Mr. Van Noy has served in various executive capacities for AiAdvertising, Inc. (trading symbol: AIAD), the developer of a proprietary advertising software platform powered by machine learning and artificial intelligence, including as Vice President of Sales and Marketing, as Executive Vice President, as President since April 2021, as Chief Executive Officer since August 2012 and as a Director since November 2012. Mr. Van Noy earned a a Bachelor of Science degree from BYU, Provo, Utah.

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our directors, their other business interests and their involvement in our company.

Corporate Governance

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

During the year ended February 28, 2021, our Board of Directors did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on two occasions.

Independence of Board of Directors

None of our directors is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Barry Grunberger, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mr. Grunberger collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

EXECUTIVE COMPENSATION

In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

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* Mr. Grunberger did not assume his offices until July 2021

Outstanding Option Awards

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

Employment Agreements

We have not entered into an employment agreement with our sole officer.

Outstanding Equity Awards

During the years ended February 28, 2021 and 2020, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Director Compensation

Our directors receive no compensation for their serving as directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instruments are exercisable within 60 days of the date hereof.

We currently have outstanding shares of preferred stock, Series B Preferred Stock and Series C Preferred Stock, that are convertible into shares of our common stock within 60 days of the date hereof. In the table below, a total of 125,025,000 shares of our common stock underlying our outstanding shares of Series B Preferred Stock and a total of 13,334,000 shares of our common stock underlying our outstanding shares of Series C Preferred Stock are deemed to be outstanding, in determining beneficial ownership of our common stock.

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Series A Preferred Stock

Currently, there are 10,000,000 shares of our Series A Preferred Stock issued and outstanding, which shares are owned of record by OTC Media-Cap, LLC. One of our directors, Deepankar Katyal, controls the disposition of the Series A Preferred Stock owned by OTC Media-Cap, LLC. The Series A Preferred Stock has the following voting rights: each share of the Series A Preferred Stock may vote the equivalent of 1,000 shares of our common stock on all matters submitted to our shareholders. Mr. Katyal will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares” and “Description of Securities—Series A Preferred Stock”).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Acquisition Agreement

On July 18, 2021, we entered into a merger and plan of agreement with On OTT Now, Inc. (“On OTT”), a company owned by our current CEO and a Director, Barry Grunberger, whereby On OTT merged into our subsidiary, BoKoo TV, Inc, with the surviving entity being BoKoo TV, Inc. As merger consideration, On OTT shareholders received 10,000,000 shares of our Series A Preferred Stock and 75,000 shares of Series B Preferred Stock. Our shares of Series A Preferred Stock possesses superior voting rights. (See “Description of Securities—Preferred Stock— Series A Preferred Stock”). Each share of our Series B Preferred Stock converts into 1,667 shares of our common stock. (See “Description of Securities—Preferred Stock— Series B Preferred Stock” and “Security Ownership of Certain Beneficial Owners and Management”).

LEGAL MATTERS

Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC, Flower Mound, Texas. Newlan Law Firm, PLLC owns no securities of our company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under 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 SEC, located at 100 F Street, N.E., Room 1580, 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 SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

INDEX TO FINANCIAL STATEMENTS