UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~FOR THE ~~the~~FISCAL ~~Fiscal~~YEAR ~~Year~~ENDED ~~Ended:~~DECEMBER ~~December~~ 31, ~~2014~~2017

ORCommission File Number: 000-53244

☐American ~~TRANSITION~~Retail ~~REPORT~~Group, ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~Inc.

~~AMERICAN RETAIL GROUP, INC.~~ (Exact name of registrant as specified in its charter)

Nevada	~~000~~13-~~53244~~1869744	~~13-1869744~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

~~c/o~~2770 S. ~~Primary~~Maryland ~~Capital~~Pkwy, ~~LLC~~Suite 314

~~90 Broad Street~~Las Vegas, ~~9th~~Nevada ~~Floor~~89109

~~New~~(Address of ~~York,~~principal ~~New~~executive ~~York~~offices) ~~10004~~(Zip code)

(~~Address of principal executive offices, including zip code~~702) 731-3535

(212) 464-8777

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: ~~None~~

Title of class		Name of each exchange on which registered
None		N/A

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

Common Stock, $0.0001 par value

Indicate by check mark ~~whether~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o ☐ No þ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o ☐ No þ ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ☐ No ☐☒

Indicate by check mark if disclosure of delinquent filers inpursuant ~~response~~ to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ☐

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

Large accelerated filer ☐ ~~Accelerated~~Non-accelerated filer ☐ ~~Non-accelerated~~(Do not check if a smaller reporting company) Accelerated filer ☐ Smaller reporting company þ☒ Emerging growth company ☐

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-~~period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act). ~~Yes þ~~ No ☐

~~The aggregate market value of the voting~~Indicate ~~and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity was sold, or the average bid and asked price of such common equity,~~ (as ofdefined ~~June~~in ~~30,~~Rule ~~2014,~~12b-2 ~~the last day~~ of the ~~registrant’s second fiscal quarter, was $55,711~~Act). Yes ☒ No ☐

~~The~~As of June 30, 2017, the number of outstanding shares of ~~Common~~the ~~Stock,~~registrant’s common stock held by non-affiliates (excluding shares ~~$0.0001~~held ~~par~~by ~~value~~directors, officers and others holding more than 5% of the outstanding onshares ~~April~~of 14the class) was 2,228,429 ~~2015~~shares. However, since there was 22no trading market for the common stock as of that date,~~930,000~~ it is impracticable to ascertain the aggregate market value of those shares as of that date.

~~TABLE~~As of OFMarch ~~CONTENTS~~15, 2018, we had outstanding 22,930,000 shares of common stock.

		Page
PART I
Item 1.	Description of Business	3
Item 2.	Description of Property	4
Item 3.	Legal Proceedings	4
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters	4
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
Item 9A	Controls and Procedures	8
Item 9B.	Other Information	9
PART III
Item 10.	Directors and Executive Officers	10
Item 11.	Executive Compensation	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
Item 13.	Certain Relationships and Related Transactions, and Director Independence	12
Item 14.	Principal Accountant Fees and Services	13
PART IV
Item 15.	Exhibits	14
Signatures		15
Financial Statements		F-1

DOCUMENTS INCORPORATED BY REFERENCE: None

2AMERICAN RETAIL GROUP, INC.

		Page No.
PART I

Item 1	Business	1
Item 1A	Risk Factors	4
Item 2	Properties	9
Item 3	Legal Proceedings	9
Item 4	Mine Safety Disclosures	9

Part II

Item 5	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	9
Item 6	Selected Financial Data	11
Item 7	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	11
Item 7A	Quantitative And Qualitative Disclosures About Market Risk	14
Item 8	Financial Statements And Supplementary Data	14
Item 9	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	14
Item 9A	Controls And Procedures	14
Item 9B	Other Information	15

Part III

Item 10	Directors And Executive Officers And Corporate Governance	16
Item 11	Executive Compensation	18
Item 12	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	19
Item 13	Certain Relationships And Related Transactions, And Director Independence	20
Item 14	Principal Accountant Fees And Services	21

Part IV

Item 15	Exhibits And Financial Statement Schedules	22

Signatures		23

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business.

~~American~~We are ~~Retail~~a ~~Group,~~“shell ~~Inc.,~~company” ~~formerly~~as ~~known~~defined asin ~~Resource~~Rule ~~Acquisition Group~~12b-2 under the Securities Exchange Act of 1934, ~~Inc.~~as amended (the “~~Company~~Exchange Act”), isbecause awe ~~Nevada~~have ~~corporation~~no ~~organized~~or onnominal ~~January~~assets ~~27,~~(other ~~1934~~than cash) and no or nominal operations.

~~Effective~~We intend ~~February~~to 11seek, ~~2011~~investigate ~~the~~and, ~~Company~~if ~~acquired~~such ~~100%~~investigation ~~of the stock of American Retail Group~~warrants, ~~Inc.,~~engage in a ~~Nevada~~business ~~corporation~~combination ~~(“ARG”),~~ which atmay ~~that~~take ~~time owned 100% of~~ the ~~outstanding~~form ~~equity~~ of ~~TOO~~ a “SMreverse ~~Market Retail~~merger” ~~(“SM~~with ~~Market”),~~ a ~~limited~~private ~~liability~~entity ~~company organized~~whose ~~under~~business ~~the~~presents ~~laws~~an ofopportunity ~~Kazakhstan~~for ~~(the~~our ~~“2011 Share Exchange”)~~stockholders. ~~Pursuant~~Our ~~to the share exchange agreement, on February~~objectives ~~11,~~discussed ~~2011,~~below ~~stockholders~~are ofextremely ~~ARG~~general ~~transferred~~and ~~100%~~are ofnot ~~the~~intended ~~outstanding~~to ~~shares~~restrict ofour ~~its common stock held by them, in exchange for an aggregate of 20,000,000 newly issued shares of the Company’s common stock~~discretion. ~~The~~This ~~shares~~discussion of ~~common stock of~~ the ~~Company~~proposed ~~acquired by the~~business ~~stockholders~~is ofnot ~~ARG~~meant ~~constituted~~to ~~approximately~~be ~~96.1%~~restrictive of ~~the~~our ~~Company’s~~virtually ~~issued~~unlimited ~~and~~discretion ~~outstanding~~to ~~common~~search ~~stock~~for ~~after~~and ~~giving~~enter ~~effect to~~into ~~the~~potential ~~2011~~business ~~Share Exchange~~opportunities.

~~American~~We have ~~Retail~~not ~~Group,~~yet ~~Inc.~~entered ~~was~~into ~~incorporated~~any indefinitive ~~Las Vegas~~agreement, ~~Nevada~~ onnor ~~February~~do ~~16,~~we ~~2010.~~have ~~Effective~~any ~~March 10,~~binding ~~2010,~~commitment ~~the~~or ~~Company~~understanding ~~consummated~~to aenter ~~share~~into ~~exchange~~or ~~with the owners of SM Market~~become ~~(the~~engaged ~~“2010~~in ~~Share Exchange”). As~~ a ~~result of the share exchange, ARG acquired all of the outstanding equity of SM Market in exchange for issuance of 12,000,000 shares of its common stock (the “Shares”)~~transaction.

~~Effective~~We are ~~April~~not 1,restricting ~~2011~~our search for business combination candidates to any particular industry and will not restrict our potential candidate target companies to any specific business, ~~ARG~~industry ~~merged~~or ~~with~~geographical location and, ~~into~~thus, ~~the~~may ~~Company~~acquire any type of business. InFurther, ~~connection~~we ~~with~~may ~~the~~acquire ~~merger~~a ~~the~~venture ~~name~~which ofis ~~the~~in ~~Company~~its ~~was~~preliminary ~~changed~~or ~~from~~development ~~Resource~~stage, ~~Acquisition~~one ~~Group~~which is already in operation, ~~Inc~~or in a more mature stage of its corporate existence. toAccordingly, ~~American~~business ~~Retail~~opportunities ~~Group~~may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business ~~Inc~~opportunities difficult and complex.

OnWe believe ~~July~~that ~~22,~~there ~~2011,~~are ~~the~~numerous ~~Company~~businesses ~~and~~seeking the ~~former~~perceived ~~owners~~benefits of ~~SM Market entered into~~ a ~~Rescission~~publicly ~~Agreement~~registered ~~whereby~~corporation. ~~the~~These ~~parties~~benefits are ~~agreed~~commonly thought to ~~rescind~~include the ~~2010~~following: ~~Share~~(i) ~~Exchange~~the ~~and~~ability to ~~release~~use ~~each~~registered ~~other from~~securities ~~any~~to ~~potential~~acquire ~~claims~~assets ~~(the~~or ~~“Rescission”~~businesses; (ii). increased ~~The~~visibility ~~parties~~in ~~have~~the ~~determined~~marketplace; ~~that~~(iii) itease isof inborrowing ~~their~~from ~~best~~financial ~~interest~~institutions; to(iv) ~~rescind the~~improved ~~2010~~stock ~~Share~~trading ~~Exchange~~efficiency; (v) ~~and~~shareholder ~~unwind~~liquidity; ~~the~~(vi) ~~transaction.~~greater ~~Under~~ease ~~the~~in ~~Rescission~~subsequent ~~Agreement,~~capital ~~all~~raising; ~~outstanding~~(vii) ~~equity~~compensation of SMkey ~~Market~~employees ~~was~~through tostock beoptions; ~~returned~~(viii) toenhanced ~~the~~corporate ~~former~~image; ~~owners~~and of(ix) SMa ~~Market~~presence ~~and~~in the ~~Shares~~United ~~were~~States tocapital ~~be returned to the Company~~market. InWe ~~connection~~have ~~with~~not ~~the~~conducted ~~rescission~~market ofresearch ~~the~~and ~~2010~~are ~~Share~~not ~~Exchange,~~aware Elof ~~Investment~~statistical ~~Corp.~~data ~~agreed~~ to ~~return~~support to the ~~Company~~perceived ~~for~~benefits ~~cancellation 11,201,603 shares~~ of ~~common~~a ~~stock held~~merger byor ~~it.~~acquisition ~~The~~transaction ~~Rescission~~for ~~was~~the owners ~~completed~~of ona ~~September~~business ~~2, 2011~~opportunity.

AsTarget companies interested in a ~~result~~business combination with our company may include the following: (i) a company for whom a primary purpose of becoming public is the ~~Rescission,~~use of its securities for the ~~Company~~acquisition ~~ceased~~of toother beassets ~~engaged~~or businesses; (ii) a company which is unable into ~~the~~find ~~supermarket~~an ~~business~~underwriter inof ~~Kazakhstan~~its ~~and~~securities ~~returned~~or is unable to befind an underwriter of securities on terms acceptable to it; (iii) a company ~~shell~~which desires to become public with less dilution of its common stock than would occur upon an underwriting; (iv) a company which asbelieves ~~such~~that ~~term~~it iswill ~~defined~~be inable ~~Rule~~to ~~12b-2~~obtain ~~under~~investment capital on more favorable terms after it has become public; (v) a foreign company which may wish an initial entry into the ~~Securities~~United States securities market; or (vi) a company seeking one or more of the ~~Exchange~~other ~~Act~~mentioned perceived benefits of ~~1934,~~becoming asa ~~amended~~public company.

~~At this time, the Company’s purpose is to seek, investigate,~~We ~~and~~anticipate ifseeking ~~such~~out ~~investigation~~a ~~warrants,~~target ~~acquire an interest in~~ business ~~opportunities~~through ~~presented~~solicitation. toSuch itsolicitation bymay ~~persons~~include orpersonal ~~firms~~contacts, ~~who~~newspaper or ~~which~~magazine ~~desire~~advertisements, tomailings ~~seek~~and ~~the~~other ~~perceived~~distributions ~~advantages~~to oflaw anfirms, ~~Exchange~~accounting ~~Act~~firms, ~~registered~~investment ~~corporation.~~bankers, ~~The~~financial ~~Company~~advisors ~~will~~and ~~not restrict its search to~~similar ~~any specific business~~persons, ~~industry, or geographical location and~~ the ~~Company~~use ~~may participate in a business venture~~ of ~~virtually~~one ~~any kind~~ or ~~nature. This~~more ~~discussion~~World ofWide ~~the~~Web ~~proposed~~sites ~~business is purposefully general~~ and issimilar ~~not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities~~methods. ~~Management anticipates~~No ~~that~~estimate itcan ~~may~~ be ~~able~~made as to ~~participate in only one potential business venture because~~ the ~~Company~~number ~~has~~of ~~nominal assets and~~persons ~~limited~~who ~~financial~~will ~~resources. This lack of diversification should~~ be ~~considered~~contacted aor ~~substantial~~solicited. ~~risk~~Such topersons ~~shareholders of the Company because it~~ will ~~not~~have ~~permit~~no ~~the~~relationship ~~Company~~ to ~~offset~~our ~~potential losses from one venture against gains from another~~management.

The analysis ~~Company~~of ~~may~~new ~~seek a~~ business ~~opportunity~~opportunities ~~with~~will ~~entities which~~be ~~have~~undertaken ~~recently~~by ~~commenced operations,~~ or ~~which~~under ~~wish to utilize~~ the ~~public~~supervision ~~marketplace~~of inour ~~order~~executive toofficers ~~raise~~and ~~additional capital~~directors, innone ~~order~~of towhom ~~expand~~is ~~into~~a ~~new~~business ~~products~~analyst orand it ~~markets,~~is tonot ~~develop~~anticipated athat ~~new~~outside ~~product~~consultants or ~~service,~~advisors orwill ~~for~~be ~~other~~utilized ~~corporate~~to ~~purposes. The Company~~assist ~~may~~us ~~acquire assets and establish wholly-owned subsidiaries~~ in ~~various~~the ~~businesses~~analysis orof ~~acquire~~qualified ~~existing~~target ~~businesses as subsidiaries~~companies.

3A decision to participate in a specific business opportunity will be made based upon our analysis of the quality of the prospective business opportunity’s management and personnel, assets, the anticipated acceptability of products or marketing concepts, the merit of a proposed business plan, and numerous other factors which are difficult, if not impossible, to analyze using any objective criteria. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.

The Company expects to incur additional costs related to its ongoing reporting obligations. We intend to raise additional debt and/or equity financing to sustain our operations. We do not expect to generate a positive cash flow from operations. Accordingly, we will require external financing to sustain our operations, perhaps for a significant period of time. Successful future operations are subject to a number of technical and business risks, including our continued ability to obtain future funding.1

~~Our~~In our ~~principal~~efforts ~~office~~to isanalyze ~~located~~potential atacquisition ~~c/o~~targets, ~~Primary~~we ~~Capital~~will ~~LLC~~consider, among others, the following kinds of factors: (i) potential 90for ~~Broad~~growth, ~~Street~~indicated by new technology, ~~9th~~anticipated ~~Floor~~market expansion or new products; (ii) competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; (iii) strength and diversity of management, ~~New~~either ~~York~~in place or scheduled for recruitment; (iv) capital requirements and anticipated availability of required funds, NYto ~~10004.~~be ~~Our~~provided ~~telephone~~by ~~number~~our iscompany or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; (~~212~~v) ~~464-8777.~~the ~~Our~~cost ~~common~~of ~~stock~~participation isby ~~quoted~~our oncompany as compared to the ~~OTCQB~~perceived ~~under~~tangible and intangible values and potentials; (vi) the ~~trading~~extent ~~symbol~~to ~~“ARGB~~which the business opportunity can be advanced; and (vii) the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.”

AtIn applying ~~December~~the 31foregoing criteria, ~~2014~~no one of which will be controlling, wemanagement ~~had~~will ~~two~~attempt ~~part-time~~to ~~employees. Our~~analyze all factors and circumstances ~~employees~~and ~~are~~make ~~not~~a ~~covered~~determination bybased ~~labor~~upon ~~union~~reasonable ~~contracts~~investigative ormeasures ~~collective~~and ~~bargaining~~available ~~agreements~~data. ~~From~~ ~~time~~Potentially toavailable ~~time~~business opportunities may occur in many different industries, and at various stages of development, all of which will make the ~~Company~~task ~~also~~of comparative investigation ~~employs~~and ~~independent~~analysis ~~contractors~~of such business opportunities extremely difficult and complex. Due to ~~support~~our ~~its~~limited ~~operations~~capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

~~ITEM~~In implementing 2a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another entity. ~~PROPERTY~~We also may acquire stock or assets of an existing business. On the consummation of a transaction it is probable that the present management and stockholders of our company will no longer be in control of the company. In addition, our officers and directors, as part of the terms of the acquisition transaction, likely will be required to resign and be replaced by one or more new officers and directors without a vote of our stockholders.

WeIt is doanticipated ~~not~~that ~~own~~any securities issued in any ~~real~~such ~~property. Our~~reorganization ~~corporate~~would be issued in reliance upon exemption from registration ~~headquarters~~under ~~are~~applicable atfederal ~~c/o~~and ~~Primary~~state ~~Capital~~securities ~~LLC,~~laws. 90In ~~Broad~~some ~~Street~~circumstances, ~~9th Floor~~however, ~~New~~as ~~York~~a negotiated element of a transaction, we ~~New~~may ~~York.~~agree ~~The~~to ~~office~~register ~~space~~all or a part of such securities immediately after the transaction is ~~provided~~consummated toor usat specified times ~~free~~thereafter. The issuance of ~~charge~~substantial byadditional ~~Primary~~securities ~~Capital~~and ~~LLC,~~their potential sale into any trading market which may develop in our ~~shareholder~~securities may have a depressive effect on that market.

~~ITEM~~While the 3.actual ~~LEGAL~~terms ~~PROCEEDINGS~~of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition as a “tax-free” reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

~~From~~With respect ~~time~~ to ~~time~~any merger or acquisition, wenegotiations ~~may~~with ~~become~~target ~~involved~~company inmanagement ~~various~~are ~~lawsuits and~~expected ~~legal~~to ~~proceedings~~focus on the percentage of our company which ~~arise~~ the target company stockholders would acquire in ~~the~~exchange ~~ordinary~~for ~~course~~all of ~~business~~their shareholdings in the target company. ~~However~~ Depending upon, ~~litigation~~among isother ~~subject~~things, tothe ~~inherent~~target ~~uncertainties~~company’s assets and liabilities, our stockholders will in all likelihood hold ~~and~~a ansubstantially ~~adverse~~lesser ~~result~~percentage ownership interest in ~~these~~our company following any merger or ~~other~~acquisition. ~~matters~~The percentage ownership may ~~arise~~be ~~from~~subject ~~time~~ to ~~time~~significant ~~that~~reduction ~~may~~in ~~harm~~the ~~our~~event ~~business. We~~we ~~are~~acquire ~~currently not~~a ~~aware~~target ofcompany ~~any~~with ~~such~~substantial ~~legal~~assets. ~~proceedings~~Any merger or ~~claims~~acquisition effected ~~that~~by weus ~~believe~~can ~~will~~be expected to have a ~~material~~significant ~~adverse~~dilutive ~~affect~~effect on ~~our~~the ~~business,~~percentage ~~financial condition~~of orshares ~~operating~~held ~~results~~by our stockholders at such time.

~~PART~~We will IIparticipate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants.

~~ITEM~~We are 5subject to all of the reporting obligations required by Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the obligation to file audited financial statements of any target business we may acquire as part of our Current Report on Form 8-K to be filed with the SEC upon consummation of a merger or acquisition. ~~MARKET~~If ~~FOR~~such ~~REGISTRANT’S~~audited financial ~~COMMON~~statements ~~EQUITY~~are not available at closing, ~~RELATED~~or ~~STOCKHOLDER~~within ~~MATTERS~~time ~~AND~~parameters ~~ISSUER~~necessary ~~PURCHASES~~to OFensure ~~EQUITY~~our ~~SECURITIES~~compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

~~MARKET INFORMATION~~2

~~Our~~It is ~~Common~~anticipated ~~Stock~~that isthe ~~quoted~~investigation onof ~~the~~specific ~~OTCQB~~business ~~under~~opportunities and the ~~symbol~~negotiation, drafting and execution of relevant ~~“ARGB~~agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.” ~~The~~If ~~following~~a ~~table~~decision ~~shows~~is made not to participate in a specific business opportunity, the costs ~~high~~theretofore ~~and~~incurred ~~low~~in ~~closing~~the ~~prices~~related investigation would not be recoverable. Furthermore, even if an agreement is reached for the ~~periods~~participation ~~indicated~~in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

Year	High		Low
2014
First Quarter		1.5		0.004
Second Quarter		1.5		0.025
Third Quarter		0.161		0.161
Fourth Quarter		0.161		0.05
2013
First Quarter		0.3099		0.3099
Second Quarter		0.31		0.31
Third Quarter		0.31		0.31
Fourth Quarter		0.42		0.42

Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

4Competition

~~HOLDERS~~We will OFremain ~~COMMON~~an ~~EQUITY~~insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than us. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.

~~As of April 13, 2015, the number of record holders of our common shares was approximately 172.~~Employees

~~DIVIDEND~~We presently ~~INFORMATION~~have no employees. Vassili Oxenuk our Chief Executive Officer and President, is engaged in outside business activities and anticipates that he will devote to our business a limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

~~To date, the Company has never paid a dividend. We have no~~Our ~~plans~~Principal ~~to pay any dividends on common stock in the near future. We intend to retain all earnings, if any, for the foreseeable future, for use in our business operations.~~Office

~~DESCRIPTION~~Our principal OFoffice ~~SECURITIES~~is located at 2770 S. Maryland Pkwy, Suite 314, Las Vegas, Nevada 89109. Our telephone number is (702) 731-3535.

~~The Company is authorized to issue 200,000,000 shares of~~Change ~~common~~in stock, $0.0001 par value per share and 10,000,000 shares of preferred stock, $0.0001 par value per share. 22,930,000 shares of common stock are issued and outstanding. No shares of preferred stock have been issued.Control

~~Holders~~In March of2017, Soledad Bayazit, our ~~common~~then ~~stock~~Chief ~~are~~Executive ~~entitled~~Officer, toPresident, ~~one~~sole ~~vote~~director ~~for each~~and ~~share~~the ~~held~~owner onof ~~all~~20,701,571 ~~matters~~of ~~submitted~~our toshares of acommon ~~vote~~stock, ofrepresenting ~~our~~approximately ~~stockholders~~90.28% ~~Holders~~ of our outstanding shares of common stock, ~~are~~sold ~~entitled~~all to20,701,571 ~~receive~~shares ~~dividends~~of common ~~ratably,~~stock ifto ~~any~~Vassili Oxenuk, asfor ~~may~~a bepurchase ~~declared~~price byof ~~the~~$300,000, ~~Board~~ of ~~Directors~~which ~~out~~$150,000 ofis ~~legally~~payable ~~available~~on ~~funds,~~the ~~subject~~second today ~~any~~following ~~preferential~~the ~~dividend~~filing ~~rights~~ of ~~any~~a ~~outstanding~~Report ~~preferred~~on ~~stock~~Form ~~(there~~8-K ~~are~~with ~~none~~respect ~~currently).~~to ~~Upon~~the ~~our~~completion ~~liquidation,~~of ~~dissolution~~a orreverse ~~winding~~acquisition upby us. In addition, Ms. Bayazit forgave the ~~holders~~payment of ~~our~~the ~~common~~indebtedness ~~stock~~to ~~are~~her ~~entitled~~under toour ~~receive~~12% ~~ratably~~secured ~~our~~promissory ~~net~~note ~~assets~~due ~~available~~January ~~after~~12, 2012 in the ~~payment~~principal amount of ~~all~~$1,201,000, ~~debts~~together with ~~and~~accrued ~~other~~interest ~~liabilities and~~thereon ~~subject~~of toapproximately ~~the~~$672,231, ~~prior~~together ~~rights~~with ofadvances ~~any~~in ~~outstanding~~the ~~preferred~~aggregate ~~stock~~amount of $154,460.

Our Board of Directors has the authority, without further action by the stockholders, to issue from time to time the blank check preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could adversely affect the voting power or other rights of the holders of common stock.History

~~ITEM~~American Retail 7Group, Inc., ~~MANAGEMENT’S~~formerly ~~DISCUSSION~~known ~~AND~~as ~~ANALYSIS~~Resource OFAcquisition ~~FINANCIAL~~Group, ~~CONDITION~~Inc. ~~AND~~(the ~~RESULTS~~“Company”), OFis ~~OPERATION~~a Nevada corporation organized on January 27, 1934.

~~FORWARD-LOOKING~~Effective February ~~STATEMENTS~~11, 2011 the Company acquired 100% of the stock of American Retail Group, Inc., a Nevada corporation (“ARG”), which at that time owned 100% of the outstanding equity of TOO “SM Market Retail” (“SM Market”), a limited liability company organized under the laws of Kazakhstan (the “2011 Share Exchange”). Pursuant to the share exchange agreement, on February 11, 2011, stockholders of ARG transferred 100% of the outstanding shares of its common stock held by them, in exchange for an aggregate of 20,000,000 newly issued shares of the Company’s common stock. The shares of common stock of the Company acquired by the stockholders of ARG constituted approximately 96.1% of the Company’s issued and outstanding common stock after giving effect to the 2011 Share Exchange.

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD-LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT. SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.3

5American Retail Group, Inc. was incorporated in Las Vegas, Nevada on February 16, 2010. Effective March 10, 2010, the Company consummated a share exchange with the owners of SM Market (the “2010 Share Exchange”). As a result of the share exchange, ARG acquired all of the outstanding equity of SM Market in exchange for issuance of 12,000,000 shares of its common stock (the “Shares”).

~~American~~Effective April ~~Retail Group~~1, ~~Inc.~~2011, ~~formerly~~ARG ~~known~~merged aswith ~~Resource~~and ~~Acquisition Group,~~into ~~Inc~~the Company. (In connection with the “merger the name of the Company~~”),~~ iswas achanged ~~Nevada~~from ~~corporation~~Resource Acquisition ~~organized~~Group, onInc. ~~January~~to 27American Retail Group, ~~1934~~Inc.

~~Plan~~On July 22, 2011, the Company and the former owners of ~~Operations~~SM Market entered into a Rescission Agreement whereby the parties agreed to rescind the 2010 Share Exchange and to release each other from any potential claims (the “Rescission”). The parties have determined that it is in their best interest to rescind the 2010 Share Exchange and unwind the transaction. Under the Rescission Agreement, all outstanding equity of SM Market was to be returned to the former owners of SM Market and the Shares were to be returned to the Company. In connection with the rescission of the 2010 Share Exchange, El Investment Corp. agreed to return to the Company for cancellation 11,201,603 shares of common stock held by it. The Rescission was completed on September 2, 2011.

AtAs a ~~this~~result ~~time,~~of the ~~Company’s purpose is to seek~~Rescission, ~~investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek~~ the ~~perceived advantages of an Exchange Act registered corporation. The~~ Company ~~will~~ceased ~~not restrict its search~~ to ~~any~~ ~~specific~~be ~~business,~~engaged ~~industry, or geographical location and the Company may participate~~ in ~~a business venture of virtually any kind or nature. This discussion of~~ the ~~proposed~~supermarket business isin ~~purposefully~~Kazakhstan ~~general~~ and isreturned ~~not meant~~ to be ~~restrictive of~~a ~~the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. Management~~shell ~~anticipates~~company ~~that~~as itsuch ~~may~~term beis ~~able~~defined ~~to participate~~ in ~~only~~Rule ~~one~~12b-2 ~~potential~~under ~~business venture because~~ the ~~Company~~Securities ~~has~~Exchange ~~nominal~~Act ~~assets and limited financial resources. This lack~~ of ~~diversification~~1934, ~~should~~as beamended ~~considered a substantial risk to shareholders of~~ (the ~~Company because~~“Exchange ~~it will not permit the Company to offset potential losses from one venture against gains from another~~Act”).

~~The Company may seek a business opportunity~~Our ~~with~~common ~~entities~~stock ~~which~~was ~~have~~previously ~~recently~~registered ~~commenced operations~~under, orand ~~which~~we ~~wish~~were subject to ~~utilize~~ the ~~public~~reporting ~~marketplace~~requirements ~~in order to raise additional capital in order to expand into new products or markets~~of, tothe ~~develop~~Exchange aAct ~~new~~until ~~product or service, or for other corporate purposes.~~we ~~The~~terminated ~~Company~~our ~~may~~registration ~~acquire~~by ~~assets~~filing ~~and~~a ~~establish~~Form ~~wholly-owned~~15 ~~subsidiaries~~on inApril ~~various~~14, ~~businesses or acquire existing businesses as subsidiaries~~2016.

6Item 1A. Risk Factors

~~Results~~An investment in our common stock involves a high degree of ~~Operations~~risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Notes Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

WeThe purchase ~~did~~of ~~not~~our ~~have~~common ~~any~~stock ~~revenues~~involves ~~during~~a ~~the~~very ~~fiscal~~high ~~years~~degree ~~ended December~~of ~~31, 2014 and 2013~~risk.

WeIn evaluating ~~incurred~~us ~~operating~~and ~~expenses~~our ~~of $44~~business,~~520~~ you should carefully consider the risks and ~~$22,030~~uncertainties ~~for~~ described below and the ~~fiscal~~other ~~years~~information and ~~ended~~our ~~December~~consolidated ~~31,~~financial ~~2014~~statements and ~~2013,~~related ~~respectively~~notes included herein. The ~~increase~~risks provided below may not be all the risks we face. If any of events described in ~~operating~~the ~~expenses~~risks ~~occurred~~below ~~due~~actually tooccurs, ~~additional~~our financial condition or operating results ~~research~~may be materially and ~~fees~~adversely ~~associated~~affected, ~~with~~the ~~preparation~~price of ~~documents~~our bycommon stock may decline, perhaps significantly, and you could lose all or a ~~legal~~part ~~team~~of your investment.

~~The~~An investment ~~Company~~in ~~incurred~~our ancommon ~~interest~~stock ~~expense~~involves a high degree of risk. You should carefully consider the following risk factors before deciding to invest in our company. If any of the ~~amount~~following risks actually occur, our business, financial condition, results of ~~$120,100~~operations and ~~$120,100~~prospects for ~~the~~growth ~~fiscal~~would ~~years~~likely ~~ended~~suffer. ~~December~~As 31a result, ~~2014~~you ~~and~~may ~~2013,~~lose ~~respectively,~~all onor ~~the~~part ~~note~~of ~~payable~~your toinvestment in our ~~principal stockholder~~company.

~~The Company realized a net loss of $164,620 and $142,130~~We ~~for~~may ~~the~~require ~~fiscal~~financing ~~years~~to ~~ended~~acquire ~~December~~businesses ~~31, 2014~~ and ~~2013,~~implement ~~respectively~~our ~~due~~business ~~to the items reflected above~~plan.

~~Liquidity~~We may require financing to acquire businesses and ~~Capital~~to ~~Resources~~implement our business plan. We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired businesses in a profitable manner.

As of December 31, 2014 we had $0 in cash. We have financed our operations primarily with the proceeds from the issuance to our principal stockholder of convertible notes in the aggregate principal amount of $1,201,000. During the fiscal year ended December 31, 2014, to finance our operations our chief executive officer has extended loans to us in the total amount of $16,644. The balance due to principal shareholder of $91,163 remains outstanding and payable on demand without interest.4

We ~~believe we cannot satisfy our cash requirements for the~~ ~~next~~expect ~~twelve~~losses ~~months~~in ~~with our current cash and need to obtain additional financing. We cannot assure investors that adequate financing will be available. In~~ the ~~absence~~future ofbecause ~~such financing,~~ we ~~may~~have beno ~~unable to proceed with our plan of operations~~revenue.

~~Contractual~~As we ~~Obligations~~have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with operating our company. We are not currently engaged in any revenue generating activities and cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

~~At December 31, 2014,~~ If our ~~significant~~business ~~contractual~~plans ~~obligations were~~are ~~the~~not ~~bridge~~successful, ~~convertible~~we ~~notes~~may innot ~~the~~be ~~aggregate~~able ~~principal~~to ~~amount~~continue ofoperations ~~$1,201,000~~as ~~due~~a ongoing ~~January~~concern ~~12,~~and ~~2012.~~our ~~All~~stockholders ~~the~~may ~~notes are in~~lose ~~default.~~their Inentire ~~August~~investment ~~2011,~~in ~~all the notes were purchased from the investors by the Company’s Chief Executive Officer and sole director~~us.

~~Off-Balance~~We have ~~Sheet~~no ~~Arrangements~~revenues. We had a net loss of $(110,360) for the year ended December 31, 2017, and a stockholders’ deficit of ($2,402,550) at December 31, 2017. The report of our independent registered public accountants on our financial statements for the year ended December 31, 2017 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our continued operations, which is dependent in turn upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations.

WeOur principal dobusiness ~~not~~objective ~~maintain~~for ~~any~~the ~~off-balance~~next ~~sheet~~twelve ~~arrangements~~months will be to seek, ~~transactions~~investigate and, if such investigation warrants, engage ~~obligations~~in ora ~~other~~business ~~relationships~~combination with ~~unconsolidated~~a ~~entities~~private ~~that~~entity ~~would~~whose bebusiness ~~expected~~presents toan ~~have~~opportunity afor ~~material~~our ~~current~~stockholders. orWe ~~future~~cannot ~~effect~~assure ~~upon~~you ~~our~~that ~~financial~~we ~~condition~~can oridentify ~~results~~a ofsuitable ~~operations~~business opportunity and consummate a business combination.

~~Critical~~We do ~~Accounting~~not ~~Policies~~have ~~and~~any ~~Estimates~~agreement for a business combination or other transaction.

~~Going~~We have ~~concern~~not yet entered into any definitive agreement, nor do we have any binding commitment or understanding to enter into or become engaged in a merger with, joint venture with or acquisition of, a private or public entity. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to the purchase of our shares will not be invested in a company with active business operations.

AsOur future ~~shown~~success inis ~~the~~highly ~~accompanying~~dependent ~~financial~~on ~~statements,~~ the ~~Company had~~ability ~~limited~~of ~~cash,~~management ato ~~deficit~~locate ~~working capital, an accumulated deficit, a total deficit,~~ and aattract ~~net loss through December 31, 2014, which raise substantial doubt about the Company’s ability to continue as~~ a ~~going~~suitable ~~concern~~acquisition.

The success ~~Company’s~~of ~~future~~our ~~success is~~proposed ~~dependent~~plan ~~upon,~~of ~~among~~operation ~~other~~will ~~things,~~depend ~~its~~to ~~ability~~a togreat ~~raise~~extent ~~additional~~on ~~capital~~the oroperations, tofinancial ~~secure~~condition aand ~~future~~management of ~~business~~the ~~combination~~identified target company. ~~There~~ While business combinations with entities having established operating histories are preferred, isthere can be no ~~guarantee~~assurance that ~~the~~we ~~Company~~ will be ~~able~~successful toin ~~raise~~locating ~~enough~~candidates ~~capital~~meeting orsuch ~~generate~~criteria. ~~revenues~~The decision to ~~sustain~~enter ~~its~~into a ~~operations. Management~~business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar ~~believes~~information ~~they~~which, ~~can~~if ~~raise~~we ~~the~~had ~~appropriate~~more funds ~~needed~~available to ~~support~~us, ~~their~~would be desirable. In the event we complete a business ~~plan~~combination ~~and~~the success ~~acquire~~of anour ~~operating~~operations will be dependent upon management of the target company ~~with~~and ~~positive~~numerous other factors beyond our control. ~~cash~~We ~~flow~~cannot assure you that we will identify a target company and consummate a business combination.

7There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

~~The~~We are ~~financial~~in ~~statements~~a dohighly ~~not~~competitive ~~include~~market ~~any~~for ~~adjustments~~a ~~relating~~limited number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the ~~recoverability~~business of seeking mergers with, joint ventures with and ~~classification~~acquisitions of ~~recorded~~small ~~assets~~private and public entities. A large number of established and well-financed entities, orincluding ~~the~~small ~~amount~~public companies and ~~classification~~venture capital firms, are active in mergers and acquisitions of ~~liabilities~~companies that may ~~might~~ be ~~necessary~~desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical inexpertise ~~the~~and ~~event~~managerial ~~the~~capabilities ~~Company~~than ~~cannot~~we ~~continue~~do; consequently, we will be at a competitive disadvantage in ~~existence~~identifying possible business opportunities and successfully completing a business combination. ~~Management~~These ~~intends~~competitive tofactors ~~seek~~may ~~new~~reduce ~~capital~~the ~~from~~likelihood of ~~owners~~our identifying and ~~related~~consummating ~~parties~~a ~~to provide~~successful ~~needed~~business ~~funds~~combination.

~~Recent Accounting Pronouncements~~5

~~In May 2011, the FASB issued ASU No. 2011-04, "Fair~~We ~~Value~~have ~~Measurement:~~not ~~Amendments~~conducted tomarket ~~Achieve~~research ~~Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU 2011-04"). ASU 2011-04 defines fair value, clarifies a framework~~ to ~~measure~~identify ~~fair~~business ~~value~~opportunities, ~~and~~which ~~requires~~may ~~specific~~affect ~~disclosures of~~our ~~fair~~ability ~~value measurements. The guidance will be effective for interim and annual reporting periods beginning after January 1, 2012 and is required~~ to beidentify ~~applied retrospectively. The Company does not believe the adoption of ASU 2011-04 will have~~ a ~~material~~business to ~~impact~~merge onwith ~~its~~or ~~financial statements~~acquire.

~~ITEM~~We have 8neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, ~~FINANCIAL~~we ~~STATEMENTS~~have ~~AND~~no ~~SUPPLEMENTARY~~assurances ~~DATA~~that market demand exists for a merger or acquisition as contemplated by us. It may be expected that any target business or transaction will present a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

~~The~~Management intends ~~financial~~to ~~statements~~devote ~~and~~only ~~notes~~a limited amount of ~~this~~time ~~Form~~to ~~10-K~~seeking ~~appear after~~a ~~the~~target ~~signature~~company ~~page~~which may adversely impact our ability to ~~this~~identify a ~~Form~~suitable ~~10-K~~acquisition candidate.

~~ITEM~~While seeking 9a business combination, Vassili Oxenuk, our Chief Executive Officer and President, anticipates devoting a limited time to our affairs. ~~CHANGES~~This INlimited ~~AND~~commitment ~~DISAGREEMENTS~~may ~~WITH~~adversely ~~ACCOUNTANTS~~impact ONour ~~ACCOUNTING~~ability ~~AND~~to ~~FINANCIAL~~identify ~~DISCLOSURE~~and consummate a successful business combination.

~~None~~We are dependent on the services of Vassili Oxenuk, our Chief Executive Officer and President, to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition opportunities. The loss of the services of Vassili Oxenuk could have a substantial adverse effect on us.

~~ITEM~~Our ability 9Ato acquire an operating business will be largely contingent on our ability to retain Vassili Oxenuk, our Chief Executive Officer and President, upon whom we will rely to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition candidates and to attract and retain a highly qualified corporate and operations level management team. ~~CONTROLS~~The ~~AND~~loss ~~PROCEDURES~~of the services of Vassili Oxenuk could have a substantial adverse effect on us.

~~DISCLOSURE~~The time ~~CONTROLS~~and ~~AND~~cost ~~PROCEDURES~~of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

~~The evaluation of our disclosure controls~~Target ~~and~~companies ~~procedures~~that ~~included~~fail ato ~~review~~comply ofwith ~~their~~SEC ~~objectives~~reporting ~~and~~requirements ~~design,~~may ~~our~~delay ~~implementation~~or ofpreclude ~~them and their effect on the information generated for use in this Form 10-K~~acquisition. InSections ~~the~~13 ~~course~~and 15(d) of the ~~controls evaluation, we reviewed any data errors or control problems~~ ~~that~~Exchange weAct ~~had~~require ~~identified~~reporting ~~and~~companies ~~sought~~ to ~~confirm~~provide ~~that~~certain ~~appropriate~~information ~~corrective~~about ~~actions,~~significant ~~including process improvements~~acquisitions, ~~were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management,~~ including ~~our~~audited ~~Chief Executive~~financial ~~Officer~~statements ~~and~~for ~~Chief Financial Officer, concerning~~ the ~~effectiveness~~company ~~of the disclosure controls can be reported in our periodic reports on Form 10-K and Form 10-Q~~acquired. ~~Many~~The oftime ~~the components of our disclosure controls~~ and ~~procedures~~additional ~~are~~costs ~~also~~that ~~evaluated~~may onbe anincurred ~~ongoing basis.~~by ~~The~~some ~~overall~~target ~~goals~~entities ~~of these various evaluation activities are~~ to ~~monitor~~prepare ~~our disclosure controls and procedures and to modify~~these ~~them~~statements asmay ~~necessary.~~significantly ~~The~~delay ~~Company’s~~or ~~management~~essentially ~~evaluated~~preclude ~~the~~consummation ~~effectiveness~~ of ~~the~~an ~~Company’s disclosure controls and procedures (as defined in Sec~~acquisition. ~~240.13a-15(e)~~Otherwise orsuitable ~~240.15d-15(e))~~acquisition ~~as of December 31, 2014. In the course of that evaluation,~~prospects ~~the Company’s management determined~~ that ~~that~~do ~~there~~not ishave ~~limited~~or ~~segregation~~are ofunable ~~duties amongst the Company’s employees with respect~~ to ~~the~~obtain ~~Company’s preparation and review of~~ the ~~Company’s~~required ~~financial~~audited statements. ~~This material weakness is a result of the Company’s limited number of employees. This material weakness~~ may ~~affect~~be ~~management’s~~inappropriate ~~ability~~for ~~to effectively~~acquisition ~~review~~so ~~and~~long ~~analyze~~as ~~elements of~~ the ~~financial statement closing process and prepare financial statements in accordance~~reporting ~~with~~requirements ~~U.S. GAAP. Based on its evaluation~~ of ~~these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15,~~ the ~~Company’s~~Exchange ~~management~~Act ~~found~~are ~~the Company’s disclosure controls and procedures to be ineffective~~applicable.

8We may be subject to further government regulation which would adversely affect our operations.

~~MANAGEMENT’S~~Although we ~~ANNUAL~~will ~~REPORT~~be ONsubject ~~INTERNAL~~to ~~CONTROL~~the ~~OVER~~reporting requirements under the Exchange Act, management believes we will not be subject to regulation ~~FINANCIAL~~under ~~REPORTING~~the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

~~Our management is responsible for establishing and maintaining~~Any ~~adequate~~potential ~~internal~~acquisition ~~control~~or ~~over~~merger financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~generally~~a ~~accepted~~foreign ~~accounting~~company ~~principles. Because of its inherent limitations, internal control over financial reporting~~ may ~~not~~subject ~~prevent~~us ~~or detect misstatements. Also, projections of any evaluation of effectiveness~~ to ~~future~~additional ~~periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate~~risks.

AIf we ~~material~~enter ~~weakness~~into ina ~~the~~business ~~Company’s~~combination ~~internal~~with ~~control over~~a ~~financial~~foreign ~~reporting~~concern, ~~exists~~we inwill ~~that~~be ~~there~~subject isto ~~limited~~risks ~~segregation~~inherent ofin ~~duties~~business ~~amongst~~operations outside of the ~~Company’s~~United ~~employees~~States. ~~with~~These ~~respect to~~risks ~~the~~include, ~~Company’s~~for ~~preparation~~example, ~~and~~currency ~~review~~fluctuations, ofregulatory ~~the~~problems, ~~Company’s~~punitive ~~financial~~tariffs, ~~statements.~~unstable local ~~This~~tax ~~material~~policies, ~~weakness~~trade isembargoes, arisks ~~result~~related to shipment of ~~the~~ ~~Company’s~~raw ~~limited~~materials ~~number~~and offinished ~~employees.~~goods ~~This~~across ~~material~~national ~~weakness~~borders and cultural and language differences. Foreign economies may ~~affect~~differ ~~management’s~~favorably ~~ability~~or tounfavorably ~~effectively~~from ~~review~~the United States economy in growth ~~and~~of ~~analyze~~gross ~~elements~~national product, rate of ~~the~~inflation, ~~financial~~market ~~statement~~development, ~~closing~~rate ~~process~~of savings, and ~~prepare~~capital ~~financial~~investment, ~~statements~~resource inself-sufficiency and ~~accordance~~balance ~~with~~of ~~U.S.~~payments ~~GAAP~~positions, and in other respects.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the framework set forth in the report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a Company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on that evaluation, the management of the Company has concluded, as of the end of the fiscal year covered by this Annual Report on Form 10-K, due to a lack of segregation of duties that our internal control over financial reporting has not been effective. However, at this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. The Company intends to remedy the material weakness by hiring additional employees and reallocating duties, including responsibilities for financial reporting, among the Company’s employees as soon as the Company has the financial resources to do so. Management is required to apply judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.6

~~This~~If we ~~annual~~fail ~~report~~to ~~does~~develop ~~not~~and ~~include~~maintain an ~~attestation~~effective ~~report~~ system of ~~our~~internal ~~registered~~controls, ~~public~~we ~~accounting~~may ~~firm~~not ~~regarding~~be ~~internal~~able ~~control~~to ~~over~~accurately ~~financial reporting. Management’s~~ report ~~was~~our ~~not~~financial ~~subject~~results toor ~~attestation~~prevent byfraud, ~~our~~as ~~registered~~a ~~public~~result, ~~accounting~~current ~~firm~~and ~~because~~potential asstockholders acould ~~smaller~~lose ~~reporting~~confidence ~~company~~in weour ~~are~~financial ~~not~~reports, ~~subject~~which could toharm ~~Section 404(b)~~our ofbusiness and the ~~Sarbanes-Oxley~~trading ~~Act~~price of ~~2002~~our common stock.

~~CHANGES~~Effective internal INcontrols ~~INTERNAL~~are ~~CONTROLS~~necessary ~~OVER~~for ~~FINANCIAL~~us ~~REPORTING~~to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. Compliance with Section 404 requires that we strengthen, assess and test our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that the measures we undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC Markets, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.

~~There was no change in the Company’s internal control~~Since ~~over~~our ~~financial~~principal ~~reporting~~stockholder ~~that~~beneficially ~~occurred~~owns ~~during~~approximately ~~the~~90% ~~fourth quarter~~ of ~~the~~our ~~fiscal~~outstanding ~~year~~of ~~covered~~common bystock, ~~this~~you ~~Annual~~will ~~Report~~not onhave ~~Form~~the ~~10-K~~ability ~~that has materially affected, or is reasonably likely~~ to ~~materially~~determine ~~affect,~~ the ~~Company’s~~outcome ~~internal~~of ~~control~~matters ~~over~~requiring ~~financial reporting~~stockholder approval, ~~other~~including ~~than~~the ~~what~~acquisition ~~has~~of ~~been~~a ~~reported~~target ~~above~~business.

~~ITEM~~Our principal 9Bstockholder owns approximately 90% of our outstanding shares of our common stock. ~~OTHER~~As ~~INFORMATION~~a result, you will not have the ability to determine the outcome of matters requiring the approval of stockholders, including: (a) election of our board of directors; (b) removal of any of our directors; (c) amendments to our Articles of Incorporation or bylaws; (d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us, or (e) other significant corporate transactions, including the acquisition of a target business.

~~None~~There is no active trading market for our shares of common stock.

9There is no active trading market for our common stock. There can be no assurance that a regular trading market for our securities will develop, or that if one develops, that it will be sustained. The trading price of our securities could be subject to wide fluctuations, in response to announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities. Such risks could have an adverse effect on the stock’s future liquidity.

~~PART~~Our common ~~III~~stock is subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

~~ITEM~~The Securities 10and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 ~~DIRECTORS~~per share or with an exercise price of less than $5.00 per share, ~~EXECUTIVE~~subject ~~OFFICERS~~to ~~AND~~certain ~~CORPORATE~~exceptions. ~~GOVERNANCE~~For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:7

Name	Age	Position with American Retail Group, Inc.	Since
Soledad Bayazit	52	President, Chief Executive Officer, Chief Financial Officer,	2011
		Secretary, Treasurer and Director

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience and objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~Soledad Bayazit, 52, has served as President~~The ~~and~~broker aor ~~director~~dealer ofmust ~~the~~also ~~Company since February 2011. Since October 2006~~deliver, ~~Ms.~~prior ~~Bayazit~~to ~~has~~any ~~served~~transaction ~~as President of Joint Venture “Emperador.” Beginning~~ in ~~2000,~~a ~~Emperador,~~penny ~~and its predecessor company~~stock, ~~Paola~~a ~~LLC,~~disclosure ~~have~~schedule ~~been~~prescribed ~~primarily engaged~~by ~~in humanitarian projects in cooperation with~~ the ~~Government of the Republic of Kazakhstan. Such humanitarian~~Commission ~~projects~~relating ~~included~~to the ~~construction~~penny ofstock amarket, ~~hospital~~which, in ~~Astana~~highlight ~~and~~form: ~~assisted~~(a) ~~living~~sets ~~locations~~forth ~~for~~ the ~~indigent~~basis inon ~~Almaty. Ms. Bayazit~~which ~~was also~~ the ~~President~~broker ofor ~~Paola~~dealer ~~LLC~~made ~~after she founded~~ the suitability ~~company~~determination; ~~in 1993. Paola owned~~ and ~~operated~~(b) ~~manufacturing facilities~~that ~~used in~~ the ~~production~~broker ofor ~~work~~dealer ~~clothes~~received ~~for~~a ~~industrial~~signed, ~~organizations~~written inagreement ~~Kazakhstan. During~~from the ~~period~~investor ~~from 1983~~prior to ~~1993, Ms. Bayazit held various positions within~~ the ~~Ministry of Consumer Goods of the USSR and Kazakhstan (from 1991). These~~ ~~positions~~transaction. ~~were Senior Economist (1983-1987)~~Generally, ~~Chief~~brokers ofmay ~~the~~be ~~Planning~~less ~~Department~~willing ~~(1987-1989),~~to ~~Controller~~execute ~~(1989-1990),~~transactions ~~Chief Financial Officer (1990-1992) and Vice President (1992-1993). Ms. Bayazit received a B.A.~~ in ~~Economics~~securities ~~and~~subject ~~Trade~~to ~~Management and in Finance and Credit from Karagandy Economic University in 1983, and an M.B.A. from~~ the ~~Kaliningrad~~“penny ~~State Technical University~~stock” ~~in 2012~~rules. WeThis ~~believe~~may ~~that~~make ~~Ms.~~it ~~Bayazit’s~~more ~~qualifications~~difficult ~~and~~for ~~her~~investors ~~almost~~to 20dispose ~~years~~ of ~~experience~~our incommon ~~the~~shares ~~consumer~~and ~~goods~~cause ~~industry of~~a ~~Kazakhstan~~decline ~~provide~~in athe ~~unique~~market ~~perspective~~value ~~for~~ of our ~~Board~~stock.

~~Our~~Disclosure also ~~directors~~has to be made about the risks of investing in penny stocks in both public offerings and ~~executive~~in ~~officers~~secondary ~~have~~trading ~~not~~and about the commissions payable to both the broker-dealer and the registered representative, ~~during~~current quotations for the securities and the ~~past ten~~rights ~~years:~~and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

●Under our ~~had~~Articles ~~any~~of ~~bankruptcy~~Incorporation, ~~petition~~our ~~filed~~Board byof orDirectors ~~against~~has ~~any~~the ~~business~~authority, ofwithout ~~which~~stockholder ~~was~~approval, ato ~~general~~issue ~~partner~~preferred orstock with ~~executive~~terms ~~officer,~~that ~~either~~may atnot ~~the~~be ~~time~~beneficial ofto ~~the~~common ~~bankruptcy~~stock orholders ~~within~~and ~~two~~with ~~years~~the ~~prior~~ability to ~~that~~adversely ~~time,~~affect stockholder voting power and perpetuate the board’s control over our company.

●Our Board ~~been~~of ~~convicted~~Directors by resolution may authorize the issuance of up to 10,000,000 shares of preferred stock in aone ~~criminal~~or ~~proceeding~~more series with such limitations and isrestrictions ~~not~~as ~~subject~~it tomay adetermine, ~~pending~~in ~~criminal~~its ~~proceeding~~sole discretion, with no further authorization by security holders required for the issuance of such shares. The Board may determine the specific terms of the preferred stock, including: designations; preferences; conversions rights; cumulative, relative; participating; and optional or other rights, including: voting rights; qualifications; limitations; or restrictions of the preferred stock.

●The issuance ~~been~~of ~~subject~~preferred tostock ~~any~~may ~~order,~~adversely ~~judgment~~affect orthe ~~decree~~voting power and other rights of the holders of common stock. Preferred stock may be issued quickly with terms calculated to discourage, ~~not~~make ~~subsequently~~more ~~reversed~~difficult, ~~suspended~~delay or ~~vacated,~~prevent a change in control of ~~any~~our ~~court~~company or make removal of ~~competent~~management ~~jurisdiction,~~more ~~permanently~~difficult. orAs ~~temporarily~~a ~~enjoining~~result, ~~barring~~the Board of Directors’ ability to issue preferred stock may discourage the potential hostile acquirer, ~~suspending~~possibly orresulting ~~otherwise~~in ~~limiting~~beneficial ~~his~~negotiations. ~~involvement~~Negotiating with an unfriendly acquirer may result in ~~any~~terms ~~type~~more offavorable ~~business,~~to ~~securities~~us and our stockholders. Conversely, ~~futures~~the issuance of preferred stock may adversely affect the market price of, ~~commodities~~and orthe ~~banking~~voting ~~activities;~~and orother rights of the holders of the common stock. We presently have no plans to issue any preferred stock.

●We may, ~~been found by a court of competent jurisdiction (~~in athe ~~civil action)~~future, ~~the~~issue ~~Securities~~additional ~~Exchange~~shares ~~Commission~~of orcommon ~~the~~stock, ~~Commodity~~which ~~Futures~~would ~~Trading~~reduce ~~Commission~~investors’ topercent ~~have~~of ~~violated~~ownership ~~a federal or state securities or commodities law,~~ and ~~the~~may ~~judgment~~dilute our ~~has~~share ~~not been reversed, suspended or vacate~~value.

~~BOARD~~Our Articles ~~COMMITTEES~~of Incorporation authorizes the issuance of 200 million shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

~~The~~Because we ~~Board~~do ~~presently~~not ~~consists~~intend ofto ~~one~~pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their ~~director~~shares unless they sell them.

~~The~~We intend ~~Board~~to ~~does~~retain ~~not~~any ~~have~~future aearnings ~~nominating committee. There~~to ~~are~~finance nothe ~~specific,~~development ~~minimum~~and ~~qualifications~~expansion ~~that~~of ~~the~~our ~~Board~~business. ~~believes~~We ~~must~~do benot ~~met~~anticipate bypaying ~~a candidate recommended~~any bycash ~~the~~dividends ~~Board. Currently, the entire Board decides~~ on ~~nominees~~our ~~followed~~common bystock ~~the~~in ~~Board's review of~~ the ~~candidates'~~foreseeable ~~resumes and~~future. ~~interviews~~Unless ofwe ~~candidates.~~pay ~~Based~~dividends, onour ~~the~~stockholders ~~information~~will ~~gathered,~~not ~~the~~be ~~Board~~able ~~then~~to ~~makes~~ receive a ~~decision~~return on ~~whether~~their toshares ~~recommend~~unless ~~the~~they ~~candidates as~~sell ~~nominees~~them. ~~for~~We ~~director. The~~cannot ~~Company~~assure ~~does~~you ~~not~~that ~~pay~~you ~~any~~will ~~fee~~be able to ~~any third party~~sell ~~or parties to identify or evaluate or assist in identifying~~shares orwhen ~~evaluating~~you ~~potential~~desire ~~nominees~~to do so.

Currently, the Board functions as an audit committee and performs some of the same functions as an audit committee, including the following: (i) selection and oversight of the Company's independent accountant; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (iii) engaging outside advisors. The Company is not a "listed company" under SEC rules and therefore is not required to have an audit committee comprised of independent directors.8

~~The~~Item ~~Board~~2 ~~does not have a compensation committee and is not required to have such a committee because the Company is not a "listed company" under SEC rules~~Properties.

10We do not own any real property. Our principal office is located at 2770 S. Maryland Pkwy, Suite 314, Las Vegas, Nevada 89109. The office space is provided to us free of charge by SIMEX INC.

~~AUDIT~~Item ~~COMMITTEE~~3 ~~FINANCIAL~~Legal ~~EXPERT~~Proceedings.

~~The~~From time ~~Board~~to oftime, ~~Directors~~we ~~has~~may ~~determined that~~become weinvolved doin ~~not~~various ~~have~~lawsuits anand ~~Audit~~legal ~~Committee~~proceedings, ~~financial~~which ~~expert~~arise, asin ~~defined~~the ~~under~~ordinary ~~Item~~course ~~407(d)(5)(i)~~ of ~~Regulation S-K~~business. However, ~~serving~~litigation onis ~~our~~subject ~~Audit Committee.~~to ~~The~~inherent ~~Board~~uncertainties, ~~has determined~~and ~~that~~an ~~its~~adverse ~~sole member~~result isin ~~able~~these toor ~~read~~other ~~and~~matters ~~understand~~may ~~fundamental financial~~arise from time ~~statements~~to ~~and~~time ~~has~~that ~~substantial~~may harm our business. ~~experience~~We ~~that~~are ~~results~~currently innot aware of any legal proceedings or claims that ~~member's~~we believe will have a material adverse effect on our business, financial ~~sophistication~~condition or operating results.

~~SECTION~~Item ~~16(A)~~4 ~~BENEFICIAL~~Mine ~~OWNERSHIP REPORTING~~Safety ~~COMPLIANCE~~Disclosures.

~~Directors, executive officers and holders~~Not of more than 10% of our outstanding common stock are required to comply with Section 16(a) of the Securities Exchange Act of 1934, which requires generally that such persons file reports regarding ownership of transactions in securities of the Company on Forms 3, 4, and 5. Based solely on its review of such forms received by it, the Company believes that all Section 16(a) filing requirements applicable ~~to its officers and directors were complied with during the fiscal year ended December 31, 2012.~~

~~ITEM 11. EXECUTIVE COMPENSATION.~~PART II

~~The~~Item ~~following~~5 isMarket aFor ~~summary~~Registrant’s ofCommon ~~the compensation we paid to our executive officers~~Equity, ~~for~~Related ~~the~~Stockholder ~~two~~Matters ~~years~~And ~~ended~~Issuer ~~December~~Purchases ~~31,~~Of ~~2014~~Equity ~~and 2013~~Securities. ~~No executive officer received compensation in excess of $100,000 for any of those two years.~~

~~Summary~~Market for ~~Compensation~~Our ~~Table~~Common Stock

Name and Position(s)	Year		Salary ($)		Stock Awards		All other Compensation		Total Compensation
Soledad Bayazit	2014	$	-	$	-	$	-	$	-
CEO, CFO and Sole Director	2013	$	-	$	-	$	-	$	-

Our common stock is quoted on the OTCPINK under the symbol “ARGB.” +Given the limited number of record holders and the fact that we are a “shell company” (as defined in Rule 12b-2 under the Exchange Act), there does not exist an active trading market for our shares of common stock.

~~Stock Option Grants~~Holders

~~The~~As ~~Company~~of ~~did~~March ~~not~~15, ~~issue~~2018, ~~any~~we ~~stock~~had ~~options~~approximately ~~for the years~~169 record ~~ended~~holders ~~December~~of ~~31,~~our ~~2014~~common ~~and 2013~~stock.

11Dividends

~~Director~~Since inception ~~Compensation~~we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

~~For the year ended December 31, 2014,~~Payment ~~none~~ of ~~the~~dividends ~~members~~in ofthe ~~our~~future ~~Board~~will ofdepend ~~Directors~~upon ~~received~~our ~~compensation~~earnings, ~~for their~~growth, ~~service~~capital asrequirements, aand ~~director.~~other Wefactors, dowhich ~~not currently have an established policy to provide compensation to members of~~ our Board of Directors ~~for~~may ~~their~~deem ~~services in that capacity~~relevant.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMEN AND RELATED STOCKHOLDER MATTERS.~~9

~~The following table sets forth certain~~Securities ~~information~~Authorized ~~with~~for ~~respect~~Issuance tounder ~~the~~Equity ~~beneficial~~Compensation ownership of our voting securities by (i) any person or group owning more than 5% of each class of voting securities, (ii) each director, (iii) our chief executive officer and our top three most highly compensated officers and (iv) all executive officers and directors as a group, as of the date of this report.Plans

Name	Office	Shares Beneficially Owned(1)		Percent of Class(2)
Officers and Directors
Soledad Bayazit(3)	Director, CEO and CFO		20,701,571		89.6
All officers and directors as a group (1 person named above)			20,701,571		89.6
5% Securities Holders
Oxenuk Equity Fund Corp.(4)			1,300,000		5.7

The following table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of December 31, 2017.

(1c) ~~Beneficial~~Number ~~ownership~~of issecurities ~~determined~~(a) inNumber ~~accordance~~of ~~with~~(b) ~~the~~Weighted ~~rules~~average exercise remaining available for future securities price of ~~the~~issuance ~~SEC~~to ~~and~~be ~~generally~~issued ~~includes~~outstanding ~~voting~~under orequity ~~investment~~upon ~~power~~options, ~~with~~Compensation ~~respect~~exercise toof warrants and plans outstanding rights under (excluding options, equity securities. warrants compensation reflected in Plan Category and rights plans column (a)) Equity compensation plan approved by security holders None -- None Equity compensation plans not approved by security holders None -- None Total None -- None

	(2)	Based on 22,930,000 shares of the Company’s common stock outstanding as of the date of this report.
	(3)	Includes 171,571 shares issuable upon conversion of notes. The address for each officer and director is c/o Primary Capital LLC, 90 Broad Street, 9th Floor, New York, NY 10004.
	(4)	Vassili Oxenuk has the voting and investment powers over the shares held by Oxenuk Equity Fund Corp. The address of Oxenuk Equity Fund Corp. is 2770 S. Maryland Pkwy, Suite 300, Las Vegas, Nevada 89109.

Sales of Unregistered Equity Securities

~~ITEM~~Except as ~~13.~~previously ~~CERTAIN~~reported ~~RELATIONSHIPS~~in ~~AND~~the ~~RELATED~~registration ~~TRANSACTIONS~~statement and reports we have filed under the Exchange Act, ~~AND~~we ~~DIRECTOR~~did ~~INDEPENDENCE~~not issue or sell any other unregistered equity securities during 2017.

~~Transactions~~Purchases of ~~with~~Our ~~related~~Equity ~~persons~~Securities

~~John C. Leo, the Company’s former chief executive officer~~Neither ~~and~~we ~~director,~~nor ~~was~~any ~~previously issued promissory notes (the “Notes”) with an outstanding balance~~ of ~~$100,000~~our ~~and~~affiliates ~~$55,500 as~~purchased ~~of December~~any ~~31,~~equity ~~2010~~securities ~~and~~from ~~2009,~~our ~~respectively,~~stockholders induring ~~consideration for~~ the ~~loans~~fourth ~~extended~~quarter ~~by him to fund the Company’s operations. The notes originally carried a fixed rate~~ of ~~15%. Principal and interest are to be paid at~~ the ~~occurrence~~fiscal ofyear ~~the~~ended ~~following~~December ~~events: a) Any financing in excess of $25~~31,~~000,~~ b) A change of control of the board, c) The issuance of shares equal to or greater than 10% of the outstanding in any 12 month period or other securities in which upon conversion would equate to an issuance in excess of 10% of the outstanding, d) The occurrence of any business combination transaction2017.

On December 31, 2010, Mr. Leo has agreed to retroactively reduce the interest rate of all promissory notes due him to 4% and to extend the due dates of all notes to March 31, 2011. Mr. Leo also agreed to forgo accrued salaries of $31,459.50 owed to him in exchange for issuance of 699,679 shares of common stock.10

12Penny Stock Rules

OnThe SEC ~~December~~has 31adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, ~~2010~~subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, ~~Brian~~or ~~Zucker~~the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the ~~Company~~purchaser and have received the purchaser’s ~~former~~written consent to the transaction prior to sale. ~~chief~~As ~~financial~~a ~~officer~~result, ~~and~~this ~~director~~rule ~~agreed~~may affect the ability of broker-dealers to ~~forego~~sell ~~accrued~~our ~~salaries~~securities and may affect the ability of ~~$31~~purchasers to sell any of our securities in the secondary market,~~459.50~~ ~~owed~~thus possibly making it more difficult for us to ~~him~~raise additional capital.

OnFor any ~~February~~transaction 4,involving ~~2011~~a penny stock, ~~Mr.~~unless ~~Leo~~exempt, ~~and~~the ~~ARG~~rules ~~entered~~require ~~into~~delivery, aprior ~~Stock Purchase~~to ~~Agreement~~any ~~(the~~transaction ~~“Purchase~~in ~~Agreement”)~~penny stock, ~~pursuant~~of a todisclosure ~~which~~schedule ~~Mr.~~required ~~Leo~~by ~~sold~~the toSEC ~~ARG,~~relating ~~and~~to ~~ARG~~the ~~purchased~~penny ~~from~~stock ~~him,~~market. ~~(a) an~~Disclosure ~~aggregate~~is ofalso ~~401,603~~required ~~shares~~to ofbe ~~the~~made ~~Company’s~~about ~~common~~sales commissions ~~stock~~payable ~~representing~~to ~~approximately~~both ~~50.1%~~the ofbroker-dealer and the ~~then~~registered ~~issued~~representative and ~~outstanding shares~~current ofquotations ~~common~~for ~~stock~~the ~~for~~securities. anFinally, monthly ~~aggregate~~statements ~~purchase~~are ~~price~~required ofto ~~$225,000,~~be orsent ~~approximately~~disclosing ~~$0.56~~recent ~~per~~price ~~share,~~information ~~and~~for ~~(b)~~the penny stock held in the ~~Notes~~account ~~for~~and aninformation ~~aggregate~~on ~~purchase~~the ~~price~~limited ofmarket ~~$100,000~~in penny stock.

OnThere can ~~July~~be ~~12,~~no ~~2010,~~assurance ~~ARG~~that ~~issued~~our tocommon ~~certain~~stock ~~investors~~will ~~10%~~qualify ~~secured convertible~~for ~~notes~~exemption infrom the ~~aggregate~~Penny ~~principal~~Stock ~~amount of $1,201,000~~Rule. ~~The~~In ~~maturity~~any ~~date~~event, ofeven ~~the~~if ~~notes~~our ~~was~~common stock ~~January~~were ~~12,~~exempt ~~2012~~from ~~with~~ the ~~interest~~ ~~accruing~~Penny onStock ~~the~~Rule, ~~principal~~we ~~balance~~would ~~outstanding~~remain atsubject ato ~~rate~~Section 15(b)(6) of ~~10%~~the ~~per~~Exchange ~~annum starting from September 30~~Act, ~~2010~~which ~~and~~gives ~~payable~~the onSEC ~~December~~the 9,authority ~~2010,~~to ~~September~~restrict ~~9, 2011 and on~~ any ~~conversion~~person orfrom ~~payment~~participating ~~date~~in ~~as applicable. The Company’s obligations under the notes were guaranteed by Oxenuk Equity Fund Corp. Vassili Oxenuk, who was~~ a ~~director~~distribution of ~~the~~penny ~~Company until his resignation on September 24~~stock, ~~2011,~~if ~~has~~ the ~~voting~~SEC ~~and~~finds ~~investment~~that ~~powers~~such ~~over~~a ~~the~~restriction would ~~shares~~be ~~held~~in bythe ~~Oxenuk~~public ~~Equity Fund Corp~~interest.

~~The~~Item ~~notes~~6 ~~are~~Selected inFinancial ~~default~~Data. ~~In August 2011, Ms. Soledad Bayazit, the Company’s Chief Executive Officer and sole director, purchased all the outstanding notes from the noteholders.~~

~~During the fiscal year ended December 31, 2011, to finance~~This ~~our~~item ~~operations~~does ~~our~~not ~~chief~~apply ~~executive officer has extended loans~~ to ussmaller inreporting ~~the total amount of $217,219, of which $205,300 was repaid by us through the issuance of 20,530,000 shares of common stock on September 1, 2011~~companies. During the fiscal year ended December 31, 2012, to finance our operations our chief executive officer has extended loans to us in the total amount of $53,310. The balance of $65,229 remains outstanding and payable on demand without interest. During the fiscal year ended December 31, 2013, to finance our operations our chief executive officer has extended loans to us in the total amount of $9,920. The balance of $74,519 remains outstanding and payable on demand without interest. During the fiscal year ended December 31, 2014, to finance our operations our chief executive officer has extended loans to us in the total amount of $16,644. The balance of $91,163 remains outstanding and payable on demand without interest.

~~Director~~Item ~~Independence~~7 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.

The following ~~Company~~discussion ~~does~~should ~~not~~be ~~have~~read ~~independent~~in ~~directors~~conjunction aswith ~~defined~~our financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the ~~Rules~~Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of ~~NASDAQ~~which are beyond our control and many of which, ~~Marketplace~~with ~~Rule~~respect ~~5605(a)(2)~~to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

~~ITEM~~Plan of ~~14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~Operations

~~The following table sets forth fees billed to the Company~~We byare ~~the~~a ~~Company’s~~“shell ~~independent~~company” ~~auditors for the year ended December 31, 2014 and December 31, 2013 for~~ (i)as ~~services rendered for the audit of the Company’s annual financial statements and the review of the Company’s quarterly financial statements, (ii) services rendered~~ that ~~are~~term ~~reasonably~~is ~~related~~defined toin ~~the~~Rule ~~performance~~12b-2 ofunder the ~~audit~~Exchange ~~or review of the Company’s financial statements that are not reported as Audit Fees, and (iii~~Act) ~~services~~because ~~rendered~~we inhave ~~connection~~no ~~with~~assets ~~tax preparation, compliance, advice~~ and no ~~assistance.~~operations

SERVICES	2014		2013
Audit Fees	$	10,500	$	10,000
Audit - Related Fees		-0-		-0-
Tax fees		-0-		-0-
All Other Fees		-0-		-0-
Total	$	10,500	$	10,000

We will seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.

~~Prior~~We may toseek ~~engaging~~a ~~our~~business ~~accountants~~opportunity with entities which have recently commenced operations, or which wish to ~~perform~~utilize athe ~~particular~~public marketplace ~~service,~~in ~~our~~order ~~Audit~~to ~~Committee~~raise ~~obtains~~additional ancapital ~~estimate~~in ~~for~~order ~~the~~to ~~service~~expand into new products or markets, to bedevelop ~~performed~~a new product or service, or for other corporate purposes. ~~The~~We ~~Audit~~may ~~Committee~~acquire inassets ~~accordance~~and ~~with~~establish ~~its~~wholly ~~procedures approved~~owned ~~all~~subsidiaries ofin ~~the~~various ~~services~~businesses ~~described~~or ~~above~~acquire existing businesses as subsidiaries.

13We will attempt to acquire other assets or business operations that will maximize stockholder value. There is no certainty that any such transactions will be consummated. We will seek to establish or acquire businesses or assets via the issuance of shares or debt. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan. We have not yet entered into any definitive agreement, nor do we have any binding commitment or understanding to enter into or become engaged in a transaction.

~~PART IV~~11

~~ITEM~~During the 15next 12 months, we anticipate incurring costs to file Exchange Act reports, and costs to consummate acquisition. ~~EXHIBITS~~We believe we will be able to meet these costs through amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

~~Exhibits~~Results of Operations

Exhibit No.		Description
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herein.
10.1		Interactive Data Files.

We did not have any revenues during the years ended December 31, 2017 and 2016.

14We incurred operating expenses of $88,872 and $0 for the years ended December 31, 2017 and 2016, respectively. The increase is related to professional fees incurred to prepare reports filed with the Securities and Exchange Commission.

~~SIGNATURES~~We incurred interest expense of $21,388 and $120,100 for the years ended December 31, 2017 and 2016, respectively. The decrease is due to the 10% secured notes being forgiven by the holder in March 2017.

InWe realized ~~accordance~~a ~~with~~net ~~Section~~loss 13of or$(110,260) 15and $(d120,100) offor the ~~Exchange~~year ~~Act, the~~ended ~~Registrant~~December ~~caused~~31, ~~this~~2017 ~~report~~and on2016, ~~Form~~respectively, ~~10-K~~due to ~~be signed on its behalf by~~ the ~~undersigned,~~items reflected ~~thereunto duly authorized~~above.

~~Dated:~~Liquidity and ~~April~~Capital ~~14, 2015~~Resources

~~American~~As of ~~Retail~~December ~~Group~~31, ~~Inc~~2017 we had $0 in cash. ~~By:~~We ~~/s/~~have ~~Soledad~~financed ~~Bayazit~~our ~~Soledad~~operations ~~Bayazit~~primarily ~~Chief~~with ~~Executive~~the ~~Officer,~~proceeds ~~Chief~~from ~~Financial~~the ~~Officer~~issuance ~~and~~to ~~Director~~our (former principal ~~executive~~stockholder ~~officer~~of convertible notes of $1,201,000. ~~and~~During the year ended December 31, 2017, the entire principal ~~financial~~and accrued interest balance due was forgiven by our former CEO and ~~principal~~holder ~~accounting~~of ~~officer)~~the notes.

InOur former ~~accordance~~principal ~~with~~stockholder advanced funds to us to finance our operations. During the ~~Exchange~~year ~~Act,~~ended ~~this~~December ~~report~~31, ~~has~~2017, ~~been~~our former ~~signed~~principal ~~below~~stockholder byloaned ~~the~~$54,486 ~~following~~to ~~persons~~us onthat ~~behalf~~was ofused ~~the~~to ~~registrant~~pay ~~and~~certain invendors. ~~the~~The ~~capacities~~entire ~~and~~loan onpayable to her of $154,460 was forgiven during the ~~dates~~year ~~indicated~~ended December 31, 2017.

Name	Title	Date
/s/ Soledad Bayazit	Chief Executive Officer, Chief Financial Officer and Director	April 14, 2015
Soledad Bayazit	(principal executive officer, and principal financial and principal accounting officer)

During year ended December 31, 2017, our new Chief Executive Officer and majority stockholder paid some of our expenses totaling $69,953 and was repaid $16,480.

15In July 2017, we sold 1,648 shares of preferred stock for cash proceeds of $16,480.

~~Paritz~~In connection &with ~~Company,~~the ~~P.A~~sale 15of ~~Warren~~her ~~Street~~20,701,571 ~~Suite~~shares 25of ~~Hackensack~~common stock to Vassili Oxenuk, ~~New~~our ~~Jersey~~former ~~07601~~principal ~~Tel~~stockholder, Ms.: ~~(201)~~Bayazit, forgave ~~342-7753~~the ~~Fax:~~payment (of the indebtedness to her under our 12% secured promissory note due January 12, 2012 of $1,201),000, ~~342-7598~~together with ~~E-mail:~~accrued ~~PARITZ@paritz.com~~interest ~~Certified~~thereon ~~Public~~of ~~Accountants~~$672,231, together with advances of $154,460.

~~REPORT~~To OFsatisfy ~~INDEPENDENT~~our ~~REGISTERED~~cash ~~PUBLIC~~requirements ~~ACCOUNTING~~for ~~FIRM~~the next 12 months we need to obtain additional financing. We cannot assure investors that adequate financing will be available. In the absence of such financing, we may be unable to proceed with our plan of operations.

ToWe ~~The~~require ~~Board~~working capital principally to fund our current operations which consist of ~~Directors~~filing required documents with federal and state regulatory authorities to maintain our status as in compliance with applicable requirements, and seeking a merger or acquisition candidate. There are no commitments from banks or other lending sources, including from officers and directors, for lines of credit or similar short-term borrowing. In the absence of financing from third parties, we are dependent upon our principal stockholder to meet any operating expenses that we may incur, including those described above.

~~and~~Since ~~Stockholders~~we had no revenues or earnings from operations, with no significant assets or financial resources, we will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net loss until we consummate a business combination with a profitable business.

~~American~~In ~~Retail~~order ~~Group~~to complete any acquisition, ~~Inc~~we may be required to supplement our available cash and other liquid assets with proceeds from borrowings, the sale of additional securities, including the private placement of restricted stock and/or a public offering, or other sources. There can be no assurance that any such required additional funding will be available or favorable to us.

WeOur ~~have~~business ~~audited~~plan ~~the~~may ~~accompanying balance~~require ~~sheets~~substantial offunding ~~American~~from ~~Retail~~a ~~Group,~~public ~~Inc.~~or asprivate offering of ~~December~~our ~~31,~~common ~~2014~~stock ~~and~~in ~~2013,~~connection ~~and the~~with ~~related statements~~a ~~of operations~~business acquisition, ~~stockholders’ deficit and cash flows~~ for ~~the~~which ~~years~~we ~~then~~have ~~ended~~no commitments. ~~These~~ ~~financial~~We ~~statements~~may ~~are~~actively ~~the~~pursue ~~responsibility~~other offinancing ~~the~~or ~~Company's~~funding ~~management. Our~~opportunities ~~responsibility~~at issuch totime ~~express~~as ana ~~opinion~~business onacquisition ~~these~~opportunity ~~financial~~becomes ~~statements based on our audit~~available.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.12

InOff-Balance ~~our~~Sheet opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Retail Group, Inc. as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.Arrangements

~~The~~We ~~accompanying~~do ~~financial~~not ~~statements~~maintain ~~have~~any ~~been~~off-balance ~~prepared~~sheet ~~assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements~~arrangements, ~~the Company had no cash~~transactions, aobligations ~~working~~or ~~capital~~other ~~deficit,~~relationships anwith ~~accumulated~~unconsolidated ~~deficit, and does not~~entities ~~currently~~that ~~have~~would ~~any~~be ~~revenue~~expected ~~generating operations. These conditions, among others, raise substantial doubt about its ability~~ to ~~continue~~ ashave a ~~going~~material ~~concern.~~current ~~The~~or ~~financial~~future ~~statements~~effect doupon ~~not~~our ~~include~~financial ~~any~~condition ~~adjustments~~or ~~that~~results ~~might result from the outcome~~ of ~~this uncertainty~~operations.

~~/s/~~Critical ~~Paritz~~Accounting &Policies ~~Company,~~and ~~P.A.~~Estimates

~~Hackensack,~~Going ~~New Jersey~~concern

~~April~~As 14shown in the accompanying financial statements, ~~2015~~at December 31, 2017 we had no cash, a deficit working capital of ($72,392) and an accumulated deficit of ($2,402,550), and a net loss of ($110,260) for the year ended December 31, 2017, which raise substantial doubt about our ability to continue as a going concern.

~~F-1~~The report of our independent registered public accountants on our financial statements as of and for the year ended December 31, 2017 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amount and classification of liabilities that might be necessary in the event we cannot continue as a going concern.

~~AMERICAN~~Our ~~RETAIL~~future ~~GROUP~~success is dependent upon, ~~INC~~among other things, our ability to raise additional capital or to secure a future business combination. There is no guarantee that we will be able to raise enough capital or generate revenues to sustain our operations. Our management believes it can raise the appropriate funds needed to support its business plan and acquire an operating company with positive cash flow.

~~BALANCE~~Recent Accounting ~~SHEETS~~Pronouncements

	December 31,			December 31,
	2014			2013
	(Unaudited)
ASSETS
ASSETS:
Cash and cash equivalents	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	47,750		$	19,874
Notes Payable - related party		1,201,000			1,201,000
Accrued interest - related party		410,643			290,543
Loan payable - related party		91,163			74,519
Total current liabilities		1,750,556			1,585,936
Total liabilities		1,750,556			1,585,936
STOCKHOLDERS' (DEFICIT)
Preferred stock, $.0001 par value, 10,000,000 shares authorized; -0- shares issued and outstanding		-			-
Common stock, $.0001 par value, 200,000,000 shares authorized; 22,930,000 and 22,930,000 shares issued and outstanding at December 31, 2014 and 2013, respectively		2,293			2,293
Additional paid-in capital		283,694			283,694
Accumulated Deficit		(2,036,543	)		(1,871,923	)
Total stockholders' (deficit)		(1,750,556	)		(1,585,936	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	(0	)	$	-

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. We are in the process of evaluating the impact of this ASU on our financial statements.

~~The~~In ~~accompanying~~November ~~notes~~2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We are in anthe ~~integral~~process ~~part~~of evaluating the impact of ~~these~~this ASU on our financial statements.

FIn October 2016, the FASB issued ASU 2016-216, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We are in the process of evaluating the impact of this ASU on our financial statements.

~~AMERICAN~~In ~~RETAIL~~August ~~GROUP~~2016, ~~INC~~the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its statements of cash flows.

~~STATEMENTS OF OPERATIONS~~13

	Year Ended			Year Ended
	December 31, 2014			December 31, 2013
OPERATING EXPENSES:
General and administrative expenses		44,520			22,030
Total operating expenses		44,520			22,030
LOSS FROM OPERATIONS		(44,520	)		(22,030	)
OTHER EXPENSE
Interest expense		120,100			120,100
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS		(164,620	)		(142,130	)
BASIC LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING		22,930,000			22,930,000

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share- based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of this ASU did not have an impact on our financial statements.

~~The~~In ~~accompanying~~February ~~notes~~2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We are anin ~~integral~~the ~~part~~process of ~~these~~evaluating the impact of this ASU on our financial statements.

~~F-3~~We do not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

~~AMERICAN RETAIL~~Item ~~GROUP,~~7A ~~INC~~Item Quantitative And Qualitative Disclosures About Market Risk.

This item ~~STATEMENTS~~does OFnot ~~CASH~~apply ~~FLOWS~~to smaller reporting companies.

	Year Ended			Year Ended
	December 31, 2014			December 31, 2013
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss)	$	(164,620	)	$	(142,130	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Expenses paid by related party		-			-
Accrued interest to related parties		120,100			120,100
Changes in operating assets and liabilities
Accounts payable and accrued expenses	$	27,876			12,740
Net cash used in operating activities		(16,644	)		(9,290	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary		-			-
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of loan from related party		16,644			9,290
Net cash provided by financing activities		16,644			9,290
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		-			-
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		-			-
CASH AND CASH EQUIVALENTS - END OF YEAR	$	-		$	-

Item 8

Financial Statements And Supplementary Data.

~~The accompanying~~Our ~~notes~~financial ~~are~~statements anappear ~~integral~~beginning ~~part~~on ofpage ~~these~~F-1, ~~financial~~immediately following ~~statements~~the signature page of this report.

~~F-4~~Item 9 Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.

~~AMERICAN RETAIL GROUP, INC.~~None

Item ~~STATEMENTS~~9A OFControls ~~STOCKHOLDERS~~And ~~DEFICIT~~Procedures.

	Common Stock				Preferred Stock				Additional Paid - In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, January 1, 2013		22,930,000		2,293		-		-		283,694		(1,729,793	)		(1,443,806	)
Net loss												(142,130	)		(142,130	)
Balance, December 31, 2013		22,930,000		2,293		-		-		283,694		(1,871,923	)		(1,585,936	)
Net loss												(164,620	)		(164,620	)
Balance, December 31, 2014		22,930,000		2,293		-		-		283,694		(2,036,543	)		(1,750,556	)

Disclosure Controls and Procedures

~~The~~Our ~~accompanying~~management, ~~notes~~with ~~are~~the anparticipation ~~integral~~of ~~part~~our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of ~~these~~our ~~financial~~disclosure ~~statements~~controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report.

~~F-5~~These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions regarding required disclosure.

~~AMERICAN~~Based ~~RETAIL~~on ~~GROUP~~this evaluation, ~~INC~~our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2017, at the reasonable assurance level. Our management concluded that our disclosure controls and procedures were not effective due to the limited number of personnel we have in our organization, which does not allow sufficient segregation of various accounting duties, and the lack of familiarity of such personnel with Generally Accepted Accounting Principles. We believe our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

~~NOTES TO FINANCIAL STATEMENTS~~14

~~DECEMBER~~Inherent 31Limitations – Our management, ~~2014~~including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

~~Note~~Management’s 1Annual -Report ~~Organization~~on ~~and~~Internal ~~Operations~~Control over Financial Reporting

~~American~~Our ~~Retail~~management ~~Group,~~is ~~Inc.,~~responsible ~~formerly~~for ~~known~~establishing asand ~~Resource~~maintaining ~~Acquisition~~adequate ~~Group,~~internal ~~Inc~~control over our financial reporting. ~~(the~~Internal ~~“Company”),~~control over financial reporting is a ~~Nevada~~process ~~corporation~~designed ~~organized~~to provide reasonable assurance to our management and board of directors regarding onthe ~~January~~reliability ~~27,~~of ~~1934~~financial reporting and the preparation of financial statements for external purposes in accordance with U. S. generally accepted accounting principles.

~~Effective~~Our ~~February~~internal ~~11,~~control ~~2011~~over ~~the~~financial ~~Company~~reporting ~~acquired~~includes ~~100%~~those ofpolicies ~~the~~and ~~stock~~procedures ~~of American~~that ~~Retail Group, Inc., a Nevada corporation~~ (~~“ARG”~~i)~~, which~~ pertain atto ~~that time owned 100% of~~ the ~~outstanding~~maintenance ~~equity~~ of ~~TOO~~ ~~“SM Market Retail” (“SM Market”),~~records athat ~~limited~~in ~~liability~~reasonable ~~company~~detail ~~organized~~accurately ~~under~~and ~~the~~fairly ~~laws~~reflect ofour ~~Kazakhstan~~transactions; (~~the “2011 Share Exchange”~~ii). provide ~~Pursuant~~reasonable toassurance ~~the~~that ~~share~~transactions ~~exchange~~are ~~agreement,~~recorded onas ~~February~~necessary ~~11,~~for ~~2011,~~preparation ~~stockholders~~ of ~~ARG~~our ~~transferred~~financial ~~100%~~statements; of(iii) ~~the~~provide ~~outstanding~~reasonable ~~shares~~assurance ofthat ~~its~~receipts ~~common~~and ~~stock held~~expenditures byof ~~them,~~company inassets ~~exchange~~are ~~for~~made anin ~~aggregate~~accordance ofwith ~~20,000,000~~management ~~newly~~authorization; ~~issued~~and ~~shares~~(iv) provide ofreasonable ~~the~~assurance ~~Company’s~~that ~~common~~unauthorized acquisition, ~~stock.~~use ~~The~~or ~~shares~~disposition of ~~common stock~~company ofassets ~~the~~that ~~Company~~could ~~acquired~~have bya ~~the~~material ~~stockholders~~effect ofon ~~ARG~~our ~~constituted~~financial ~~approximately~~statements ~~96.1%~~would ofbe ~~the Company’s issued and outstanding~~prevented ~~common~~or ~~stock~~detected ~~after~~on ~~giving~~a ~~effect~~timely ~~to the 2011 Share Exchange~~basis.

~~American~~Because ~~Retail~~of ~~Group~~its inherent limitations, ~~Inc.~~internal ~~was~~control ~~incorporated~~over infinancial ~~Las~~reporting ~~Vegas,~~may ~~Nevada~~not onprevent ~~February~~or ~~16,~~detect ~~2010~~misstatements. ~~Effective March 10~~Also, ~~2010, the Company consummated~~projections aof ~~share~~any ~~exchange~~evaluation ~~with the owners~~ of SMeffectiveness ~~Market~~to ~~(the~~future ~~“2010~~periods ~~Share~~are ~~Exchange”).~~subject Asto ~~a result of~~ the ~~share~~risk ~~exchange,~~that ~~ARG acquired~~controls ~~all~~may ofbecome ~~the~~inadequate ~~outstanding~~because ~~equity~~changes in ofconditions SMmay ~~Market~~occur inor ~~exchange~~the ~~for~~degree ~~issuance~~ of ~~12,000,000~~compliance ~~shares~~with ofthe ~~its~~policies ~~common~~or ~~stock~~procedures ~~(the~~may ~~“Shares”)~~deteriorate.

~~Effective~~Our ~~April~~management 1,has ~~2011~~conducted an evaluation, ~~ARG~~under ~~merged~~the supervision and with the participation of our Chief Executive Officer and ~~into~~Chief Financial Officer of the ~~Company~~effectiveness of our internal control over financial reporting as of December 31, 2017. InThis ~~connection~~evaluation was ~~with~~based ~~the~~on ~~merger~~criteria set forth by the ~~name~~Committee of Sponsoring Organizations of the ~~Company~~Treadway ~~was~~Commission, ~~changed~~or ~~from~~COSO, ~~Resource~~Internal Control-Integrated ~~Acquisition~~Framework. ~~Group~~Based upon such assessment, ~~Inc.~~our toChief ~~American~~Executive ~~Retail~~Officer ~~Group~~and Chief Financial Officer have concluded that our internal controls over financial reporting were effective as of December 31, ~~Inc~~2017.

OnThis ~~July~~report ~~22,~~shall ~~2011,~~not ~~the~~be ~~Company~~deemed ~~and the former owners of SM Market entered into a Rescission Agreement whereby the parties agreed~~ to ~~rescind~~ ~~the~~be ~~2010~~filed ~~Share~~for ~~Exchange~~purposes ~~and~~of toSection 18 ~~release~~of ~~each other from any potential claims (~~the ~~“Rescission”).~~Securities ~~The parties have determined that it is in their best interest to rescind the 2010 Share~~ Exchange ~~and~~Act ~~unwind~~of ~~the transaction. Under the Rescission Agreement~~1934, ~~all~~or ~~outstanding~~otherwise ~~equity of SM Market was returned~~ subject to the ~~former~~liabilities ~~owners~~ of SMthat ~~Market~~section, and ~~the~~is ~~Shares~~not ~~were~~incorporated ~~returned~~by ~~to the~~reference ~~Company.~~into Inany ~~connection~~filing ~~with the rescission~~ of the ~~2010 Share Exchange~~Company, Elwhether ~~Investment~~made ~~Corp.~~before ~~agreed~~or after ~~to return to~~ the ~~Company for~~date ~~cancellation 11~~hereof,~~201,603~~ ~~shares~~regardless of ~~common~~any ~~stock~~general ~~held~~incorporation bylanguage ~~it.~~in ~~The~~such ~~Rescission was completed on September 2, 2011~~filing.

AsThis aannual ~~result~~report ofdoes ~~the~~not ~~Rescission,~~include ~~the~~an ~~Company~~attestation ~~ceased~~report toof beour ~~engaged~~registered inpublic ~~the~~accounting ~~supermarket~~firm ~~business~~regarding ininternal ~~Kazakhstan~~control ~~and returned to be a shell~~over ~~company~~financial asreporting. ~~such~~The ~~term~~rules isof ~~defined in Rule 12b-2 under~~ the Securities and Exchange ~~Act~~Commission ofdo ~~1934,~~not asrequire ~~amended.~~an Atattestation ~~this~~of ~~time,~~ the ~~Company~~Management’s ~~purpose~~report ~~is to seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it~~ by ~~persons~~our ~~or firms who or which desire to seek the perceived advantages of an Exchange Act~~ registered ~~corporation.~~public ~~The~~accounting ~~Company will~~firm ~~not restrict its search to any specific business, industry, or geographical location and the Company may participate~~ in ~~a business~~this ~~venture~~annual ~~of virtually any kind or nature~~report.

~~F-6~~Changes in Internal Controls

~~AMERICAN~~There ~~RETAIL~~have ~~GROUP~~been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2017 ~~INC~~that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. Given the limitations of our accounting personnel, we need to take additional steps to insure that our financial statements are in accordance with US GAAP.

~~NOTES TO~~Item ~~FINANCIAL~~9B. ~~STATEMENTS~~Other Information

~~DECEMBER 31, 2014~~None.

~~Note 2 – Summary of Significant Accounting Policies~~15

~~Use~~PART ~~of Estimates~~III

~~The preparation~~Item of10 ~~financial~~Directors ~~statements~~And inExecutive ~~conformity~~Officers ~~with~~And ~~accounting~~Corporate principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periodGovernance. ~~Actual results could differ from those estimates.~~

~~Cash~~Our directors and ~~Cash~~executive ~~Equivalents~~officers are:

Cash and cash equivalents include cash on hand, cash in time deposits and all highly liquid investments with original maturities of three months or less.

Name	Age	Position
Vassili Oxenuk	52	President, Chief Executive Officer, Chief Financial Officer and a Director
Zarina Mamyrkulova	36	Corporate Secretary and Treasurer
Pavel Pronin	34	Director

~~Fair~~Vassili ~~Value~~Oxenuk has been a member of ~~Financial~~our ~~Instruments~~Board of Directors, President and CEO since March 2017. He also served as a director of our company from March 2010 to June 24, 2011. Since 2009, Mr. Oxenuk has been the owner and Managing Member of Oxenuk Management, LLC, a registered investment advisor (RIA) headquartered in Las Vegas, Nevada. In addition, since 1996, Mr. Oxenuk has been the owner and Managing Member of Oxenuk Management Corp., which provides consulting and advisory services to companies located in Eastern Europe and the CIS. Mr. Oxenuk has over 20 years of entrepreneurial, venture capital and private equity experience, and has been involved in the management of various venture capital companies that have primarily focused on providing development capital to early stage, high technology companies in Eastern Europe, and has worked with companies from Russia, Kazakhstan, Ukraine and China seeking to have their securities publicly traded. He became a shareholder of a number of broker-dealers doing investment banking; was doing advisors services and created several Investment Funds. Mr. Oxenuk is currently a member of the Board of Directors of several private companies. Mr. Oxenuk graduated from the high school for talented students specialized in physics and mathematics sponsored by the Moscow State University. Mr. Oxenuk has a B.S. in Mathematics from the Mozhaisky Military Space Academy, St. Petersburg, Russia, and a B.A. in Law from the Adygey State University, Russia. He is the author of the book “Realization of Investment Management Functions” and numerous articles on strategic planning, economic development and leadership styles. We believe that Mr. Oxenuk is well suited to sit on our Board based on his extensive experience in venture capital and private equity and in management solutions advising companies in Eastern Europe and CIS on business development and expansion of operations.

~~The~~In ~~Company~~September ~~follows~~2012, ~~FASB~~an ~~ASC~~action ~~825-10-50-10~~alleging, ~~“Financial~~among ~~Instruments-Overall-Disclosure”~~other ~~for~~matters, ~~its~~securities ~~financial~~fraud ~~instruments~~was commenced against Mr. Oxenuk in the United States ~~The~~District ~~fair~~Court, ~~value~~District of aNevada. ~~financial~~The ~~instrument~~action iswas ~~the~~commenced ~~amount~~by, atamong ~~which~~others, Eduard Lozovsky, Dmytro Tykhonov and Igor Yefremov. In the ~~instrument~~complaint, ~~could~~certain beof ~~exchanged~~the inplaintiffs aallege ~~current~~that ~~transaction~~they ~~between willing~~gave ~~parties~~$3 million to Mr. ~~The~~Oxenuk ~~carrying~~to ~~amounts~~invest ofon ~~financial~~their ~~assets~~behalf and ~~liabilities,~~that he ~~such~~never asreturned ~~cash~~their ~~and~~money ~~cash~~despite ~~equivalents~~repeated requests. In addition, ~~accounts~~Mr. ~~payable~~Lozovsky alleges that he gave Mr. Oxenuk funds to establish ~~and~~a ~~accrued~~public ~~expenses~~presence for TBM Holdings, a company in which he was a principal shareholder, and ~~notes~~that ~~payable~~Mr. Oxenuk failed to ado ~~related~~so. ~~party~~On December 5, ~~approximate~~2012, ~~their~~a ~~fair~~default ~~values~~judgement ~~because~~was entered in favor of the ~~short~~plaintiffs ~~maturity~~against Mr. Oxenuk in the amount of ~~these~~$5,148,191.47, ~~instruments~~as well as post judgement interest.

~~Income~~Zarina ~~Taxes~~Mamyrkulova has been Corporate Secretary and Treasurer of our company since April 2017. Through a private company owned by her since 2013, Ms. Mamyrkulova acts as a consultant to non-US persons and businesses seeking to establish a business presence in the United States. As part of the services rendered, Ms. Mamyrkulova assists in the formation of entities and the preparation of annual reports and filings. In a number of instances, Ms. Mamyrkulova serves as an officer of the private companies formed for others. Ms. Mamyrkulova graduated from Kazakh State National University (named after Al Farabi) with a degree in law in 2000. She also received a degree from Kazakh State University of International Relationships and International Languages in 2002 and a Certificate in Business Administration with a Concentration in Finance from UCLA in 2009.

~~The~~Pavel ~~Company~~Pronin ~~uses~~has ~~the~~been ~~asset~~a ~~and~~director ~~liability~~of ~~method~~our ofcompany ~~accounting~~since ~~for~~April ~~income~~2017. ~~taxes~~He inhas ~~accordance~~been ~~with~~General ~~ASC~~Director ~~Topic~~of ~~740~~IPOS, ~~“Income~~LLC, ~~Taxes.” Under~~a ~~this~~Russian ~~method,~~company ~~income~~since March ~~tax~~2014. ~~expense~~From isNovember ~~recognized~~2006 ~~for~~to ~~the~~December ~~amount~~2011, ~~of:~~he ~~(i)~~was ~~taxes~~employed ~~payable~~by orPromtechnokom ~~refundable~~OOO, ~~for~~in ~~the~~Moscow, ~~current~~initially ~~year~~as ~~and~~Business Development ~~(ii)~~Manager ~~deferred~~and ~~tax~~from ~~consequences~~January of2008 ~~temporary~~as ~~differences~~Head ~~resulting~~of ~~from~~its ~~matters~~Oil ~~that~~and ~~have~~Gas ~~been~~Equipment ~~recognized~~Sales inDepartment. anFrom ~~entity’s financial~~January ~~statements~~2005 orto ~~tax~~April ~~returns~~2006, Mr. ~~Deferred~~Pronin was ~~tax~~Dispatching ~~assets~~Manager ~~and~~at ~~liabilities~~Mosregiongaz ~~are~~OOO, ~~measured~~Gazprom ~~using~~OAO, ~~enacted~~in ~~tax~~Moscow. ~~rates~~Mr. ~~expected~~Pronin tograduated ~~apply to~~from ~~taxable~~Gubkin ~~income~~Russian inState ~~the~~Oil ~~years~~and Gas University (Moscow) in ~~which~~2004, ~~those~~has ~~temporary~~a ~~differences~~qualification ~~are~~of ~~expected~~an toEngineer, bepipeline ~~recovered~~engineering, orconstruction ~~settled~~and operation. ~~The~~Mr. ~~effect~~Pronin is ona ~~deferred tax~~graduate ~~assets~~of ~~and~~the ~~liabilities~~Russian ofPresidential aAcademy ~~change~~of inNational ~~tax~~Economy ~~rates~~and isPublic ~~recognized~~Administration in(Moscow), ~~the~~Graduate ~~results~~School of ~~operations~~Corporate Management inat ~~the~~Russian ~~period~~Academy ~~that~~of ~~includes~~National ~~the enactment~~Economy ~~date.~~under Athe ~~valuation~~Government ~~allowance~~of isthe ~~provided~~Russian toFederation, ~~reduce~~and ~~the~~AFW ~~deferred~~(Academy ~~tax~~of ~~assets~~Management and ~~reported~~Economics, ifBad ~~based~~Harzburg, onGermany), ~~the~~Euromanagement: ~~weight~~business ofdevelopment ~~the~~management ~~available positive~~in ~~and~~2008-2009. ~~negative~~He ~~evidence,~~graduated itwith isan ~~more~~MBA degree ~~likely~~from ~~than~~Graduate ~~not~~School ~~some~~of ~~portion~~Corporate orManagement, ~~all~~Academy of ~~the~~National ~~deferred~~Economy ~~tax~~and ~~assets~~IEMI ~~will~~(International ~~not~~Business beSchool, ~~realized~~Paris, France) in 2009-2011.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.16

~~Note~~All directors of our company hold office until 3the –next ~~Going~~annual ~~Concern~~meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

~~The~~Except ~~Company's~~for ~~financial statements~~the ~~are~~judgement ~~prepared~~entered onagainst aMr. ~~going~~Oxenuk ~~concern~~in ~~basis, which contemplates~~ the ~~realization~~case ofcommenced ~~assets~~against ~~and the satisfaction~~him ofby ~~obligations~~among ~~in the normal course of business. However~~others, ~~the~~ ~~Company~~Eduard ~~has no cash~~Lozovsky, ~~has losses~~Dmytro Tykhonov and anIgor ~~accumulated~~Yefremov ~~deficit,~~in ~~and~~the ~~does~~United ~~not~~States ~~have~~District ~~any~~Court, ~~revenue~~District ~~generating~~of ~~operations. The~~Nevada, ~~Company~~our ~~does~~directors ~~not~~and ~~currently~~executive officers have ~~any revenue generating operations. These conditions~~not, ~~among others, raise substantial doubt about~~ during the ~~ability of~~ ~~the Company to~~past ~~continue as~~ten ~~a going concern.~~years:

~~In view~~● ofhad ~~these~~any ~~matters,~~bankruptcy ~~continuation~~petition asfiled aby ~~going~~or ~~concern~~against isany ~~dependent~~business ~~upon continued operations~~ of ~~the Company,~~ which inwas ~~turn~~a ~~is dependent~~general ~~upon~~partner ~~the~~or ~~Company's~~executive ~~ability to~~officer, ~~meets~~either ~~its~~at ~~financial requirements, raise additional capital, and~~ the ~~success~~time of ~~its~~the ~~future operations.~~bankruptcy ~~The~~or ~~financial~~within ~~statements~~two doyears ~~not~~prior ~~include any adjustments~~ to ~~the amount and classification of assets and liabilities~~ that ~~may be necessary should the Company not continue as a going concern.~~time,

~~Management believes~~● ~~they~~been ~~can~~convicted ~~raise~~in ~~the~~a ~~appropriate~~criminal ~~funds~~proceeding ~~needed to support their business plan~~ and ~~acquire~~none anof ~~operating~~our ~~company~~directors ~~with~~is ~~positive cash~~currently ~~flow.~~subject ~~Management intends~~ to ~~seek~~a ~~new~~pending ~~capital~~criminal ~~from owners and related parties to provide needed funds.~~proceeding,

~~F-7~~● been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or

~~AMERICAN RETAIL~~● ~~GROUP~~been found by a court of competent jurisdiction (in a civil action), ~~INC.~~the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacate

~~NOTES~~Board ~~TO FINANCIAL STATEMENTS~~Committees

~~DECEMBER~~The ~~31,~~Board ~~2014~~presently consists of two directors.

~~Note~~The 4Board –does ~~Related~~not ~~Party~~have ~~Transactions~~a nominating committee. There are no specific, minimum qualifications that the Board believes must be met by a candidate recommended by the Board. Currently, the entire Board decides on nominees followed by the Board’s review of the candidates’ resumes and interviews of candidates. Based on the information gathered, the Board then makes a decision on whether to recommend the candidates as nominees for director.

~~Note~~Currently, ~~payable~~the –Board ~~related~~functions ~~party~~as ~~represents~~an aaudit ~~note~~committee ~~due~~and toperforms ~~Ms.~~some ~~Soledad~~of ~~Bayazit~~the same functions as an audit committee, including the following: (i) selection and oversight of the Company’s ~~Chief~~independent ~~Executive~~accountant; ~~Officer~~(ii) ~~and~~establishing ~~sole director,~~procedures infor the ~~amount~~receipt, retention and treatment of $1complaints regarding accounting,~~201,000~~ internal controls and auditing matters; and (iii) engaging outside advisors. The Company ~~note~~is ~~bears~~not ~~interest~~a at“listed ~~10%~~company” ~~per~~under ~~annum~~SEC rules and ~~has~~therefore nois ~~set~~not ~~maturity~~required ~~date~~to have an audit committee comprised of independent directors.

~~Interest~~The ~~expense~~Board ondoes ~~the~~not ~~Note~~have ~~payable~~a –compensation ~~related~~committee ~~party~~and ~~aggregated~~is ~~$120,100~~not ~~and~~required ~~120,100~~to ~~for~~have ~~the~~such ~~year~~a ~~ended~~committee ~~December~~because ~~31,~~the ~~2014~~Company ~~and~~is ~~2013,~~not a “listed ~~respectively~~company” under SEC rules.

~~During~~Audit ~~the~~Committee ~~fiscal~~Financial years ended December 31, 2013 and 2014, to finance our operations our chief executive officer has extended loans to us in the total amount of $9,920 and $16,644, respectively. The remaining balance at December 31, 2014 of $91,163 is presented as Loan payable – related party in the accompanying consolidated balance sheet, such loan is non-interest bearing and due on demand.Expert

~~Note~~The Board of Directors has determined that we do not have an Audit Committee financial expert, as defined under Item 407(d)(5)(i) of –Regulation ~~Income~~S-K, ~~Taxes~~serving on our Audit Committee. [The Board has determined that Mr. Oxenuk is able to read and understand fundamental financial statements and has substantial business experience that results in that member’s financial sophistication.]

InDirector assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.Independence

~~Note~~Our 6Board –has ~~Subsequent~~determined ~~Events~~that Pavel Pronin is an independent director, as defined by the Rules of NASDAQ, Marketplace Rule 5605(a)(2).

The Company has evaluated all subsequent events that occurred up to the time of the Company's issuance of its financial statements. Based on the evaluation no material events have occurred that require recognition or disclosure in the financial statements.17

~~F-8~~Director Compensation

Employee directors do not receive any compensation for their services as directors. For the year ended December 31, 2017, none of the non-employee members of our Board of Directors received compensation for their service as a director. We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.

Code of Ethics

The rules of the Securities and Exchange Commission requires us to either adopt a code of ethics that applies to our Chief Executive Officer and Chief Financial Officer or explain why we have not adopted such a code of ethics. For purposes of item 406 of Regulation S-K, the term “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

	●	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	●	Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;

	●	Compliance with applicable governmental law, rules and regulations;

	●	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

	●	Accountability for adherence to the code.

We have not adopted a code of ethics, but plan to do so upon completion of a reverse acquisition with an operating business.

Item 11

Executive Compensation.

The following summary compensation table sets forth the total compensation earned by, paid to, or accrued for our Chief Executive Officer, our only executive officer, for services rendered in all capacities to our company during the year ended December 31, 2017.

Summary Compensation Table

Name and Position(s)	Year	Salary ($)		Stock Awards		All other Compensation		Total Compensation
Vasseli Oxenuk (1)	2017	$	0		--	$	0	$	0
Soledad Bayazit(2)	2017	$	0		--	$	0	$	0
CEO and CFO	2016	$	0		--	$	0	$	0

(1)	Mr. Oxenuk was appointed CEO and CFO in March 2017.

(2)	Ms. Bayazit resigned as our CEO and CFO in March 2017.

Employment Agreements

We do not have any employment agreements with any of our executive officers.

Stock Option Plans

We do not have any equity incentive plans and we did not issue any equity awards or stock options during the years ended December 31, 2017.

Option Exercises and Fiscal Year-End Option Value Table

None of the named executive officers exercised any stock options during the year ended December 31, 2017, or held any outstanding stock options as of December 31, 2017.

Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

Change in Control

In March 2017, Soledad Bayazit, our then Chief Executive Officer, President, sole director and the owner of 20,701,571 of our shares of common stock, representing approximately 90.28% of our outstanding shares of common stock, sold all 20,701,571 shares of common stock to Vassili Oxenuk, for a purchase price of $300,000, of which $150,000 is payable on the second day following the filing of a Report on Form 8-K with respect to the completion by us of a reverse acquisition. In addition, Ms. Bayazit forgave the repayment of all indebtedness due to her from us, including under our 12% secured promissory note due January 12, 2012 in the principal amount of $1,201,000, together with accrued interest thereon of $672,231, and advances in the aggregate amount of $154,460.

Security Ownership

The following table sets forth information about the beneficial ownership of our common stock as of March 15, 2018 by:

	●	each person known to us to be the beneficial owner of more than 5% of our common stock;

	●	each named executive officer;

	●	each of our directors; and

	●	all of our executive officers and directors as a group.

Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o American Retail Group, 2770 S. Maryland Pkwy, Suite 318, Las Vegas, Nevada 89109. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, where applicable. As of March 15, 2018, we had outstanding 22,930,000 shares of common stock.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 15, 2018. We, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

Name	Shares Beneficially Owned(1)		Percent (2)

Directors and Named Executive Officers:
Vasseli Oxenuk		20,701,571		90.28	%
Pavel Pronin		0		--
Soledad Bayazit(1)		0		--
All Directors and Officers		20,701,571		90.28	%
				--
Holders of More Than 5% of Outstanding Shares:
Oxenuk Equity Fund Corp. (2)		1,300,000		5.70	%

(1)	Ms. Bayazit resigned as a director, CEO and CFO in March 2017.
(2)	Vassili Oxenuk has the voting and investment powers over the shares held by Oxenuk Equity Fund Corp. The address of Oxenuk Equity Fund Corp. is 2770 S. Maryland Pkwy, Suite 318, Las Vegas, Nevada 89109.

Item 13.

Certain Relationships And Related Transactions, And Director Independence.

Transactions with Related Persons

The following includes a summary of certain transactions, including all those which occurred since January 1, 2017, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Our former principal stockholder advanced funds to us to finance our operations. During the year ended December 31, 2017, our former principal stockholder loaned $54,486 to us that was used to pay certain vendors. The entire loan payable to her of $154,460 was forgiven during the year ended December 31, 2017.

In connection with the sale of her 20,701,571 shares of common stock to Vassili Oxenuk in March 2017, Ms. Bayazit forgave the payment of the indebtedness to her under our 12% secured promissory note due January 12, 2012 in the principal amount of $1,201,000, together with accrued interest thereon of $672,231.

During year ended December 31, 2017, our new Chief Executive Officer and majority stockholder paid some of our expenses totaling $69,953 and was repaid $16,480.

Insider Transactions Policies and Procedures

The Company does not currently have an insider transaction policy.

Item 14

Principal Accountant Fees And Services.

The following is a summary of the fees billed to us for professional services rendered by our registered independent public accountants for the fiscal year ended December 31, 2017 and by December 31, 2016:

	Fiscal year ended December 31,
	2017		2016

Audit Fees	$	12,750	$	12,750
Audit Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
Total	$	12,750	$	12,750

Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

All Other Fees. Consists of fees for product and services other than the services reported above.

Board of Directors’ Pre-Approval Policies

Our Board of Directors’ (“BOD”) policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the BOD regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The BOD may also pre-approve particular services on a case-by-case basis.

Our BOD has reviewed our audited financial statements contained in our Annual Report on Form 10-K for the 2016 fiscal year. The BOD also has been advised of the matters required to be discussed pursuant to PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), which includes, among other items, matters related to the conduct of the audit of our financial statements.

Our BOD has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the BOD has determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2016 fiscal year for filing with the SEC.

PART IV

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)	The following documents have been filed as a part of this Annual Report on Form 10-K.

1.	Financial Statements Years Ended 12/31/2017 and 12/31/2016

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Consolidated Balance Sheets as of December 31, 2017 and 2016	F-3
Consolidated Statements of Operations and Other Comprehensive (Loss) for the Years Ended December 31, 2017 and 2016	F-4
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017 and 2016	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016	F-6
Notes to Financial Statements	F-7

2.	Financial Statement Schedules.

All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.

Exhibits:

Exhibit Number		Description

3.1		Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on April 21, 2017).

3.2		By-laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on April 21, 2017).

3.3		Articles of Merger filed December 8, 2009. (incorporated herein by reference to Exhibit 3.3 to Amendment No. 2 to the Company’s Registration Statement on Form 10 filed on June 20, 2017).

3.4		Articles of Merger filed March 25, 2011. (incorporated herein by reference to Exhibit 3.4 to Amendment No. 2 to the Company’s Registration Statement on Form 10 filed on June 20, 2017).

10.1		Stock Purchase Agreement dated March 6, 2017. (incorporated herein by reference to Exhibit 10.1 to Amendment No. 2 to the Company’s Registration Statement on Form 10 filed on June 20, 2017).

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(A) under the Exchange Act

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	American Retail Group, Inc.


Date: April 2, 2018	By:	/s/ Vassili Oxenuk
		Vassili Oxenuk Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 2, 2018.

Signature		Title

/s/ Vassili Oxenuk		Chief Executive Officer, Chief Financial Officer and a Director
Vassili Oxenuk		(Principal Executive Officer and Principal Financial Officer)

/s/Pavel Pronin		Director
Pavel Pronin

AMERICAN RETAIL GROUP, INC.

Financial Statements

December 31, 2017 and 2016

Contents

	Page
Financial Statements:

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheet as of December 31,2017 and 2016	F-3

Statement of Operations for the Years Ended December 31, 2017 and 2016	F-4

Statement of Stockholders’ Deficit for the Years Ended December 31, 2017 and 2016	F-5

Statement of Cash Flows for the Years Ended December 31, 2017 and 2016	F-6

Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Shareholders and the Board of Directors of
American Retail Group, Inc.

Opinion on the financial statements

We audited the accompanying balance sheets of American Retail Group, Inc. (“the Company”) as of December 31, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2017 and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements were prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, as of December 31, 2017 the Company had no cash, a working capital deficit, an accumulated deficit, and currently has no revenue generating operations. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

We have served as the Company’s auditor since 2017.

MJF & Associates
Los Angeles, California
March 28, 2018

F-2

American Retail Group, Inc.

Balance Sheets

	December 31,
	2017			2016
ASSETS

Current Assets:
Cash	$	-		$	-

Total current assets		-			-
TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	22,919		$	54,486
Due to stockholder		49,473			-
Notes payable - related party		-			1,201,000
Accrued interest - related party		-			672,231
Loan payable - related party		-			99,974
Total current liabilities		72,392			2,006,303

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.0001; 10,000,000 shares authorized; 1,648 shares issued and outstanding		-			-
Common stock, par value $0.0001; 200,000,000 shares authorized; 22,930,000 shares issued and outstanding		2,293			2,293
Additional paid in capital		2,327,865			283,694
Accumulated deficit		(2,402,550	)		(2,292,290	)
TOTAL STOCKHOLDERS’ DEFICIT		(72,392	)		(2,006,303	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

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

F-3

American Retail Group, Inc.

Statements of Operations

	Years Ended December 31,
	2017			2016

Revenue	$	-		$	-

Operating expenses:
General and administrative expenses		88,872			-
Total operating expenses		88,872			-

Loss from operations		(88,872	)		-

Other expense:
Interest expense		(21,388	)		(120,100	)
Total other expense		(21,388	)		(120,100	)

Net loss	$	(110,260	)		(120,100	)

Weighted average common shares outstanding - basic and diluted		22,930,000			22,930,000

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.01	)

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

F-4

American Retail Group, Inc.

Statements of Stockholders’ Deficit

									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2015		-	$	-		22,930,000	$	2,293	$	283,694	$	(2,172,190	)	$	(1,886,203	)

Net loss		-		-		-		-		-		(120,100	)		(120,100	)

Balance, December 31, 2016		-		-		22,930,000		2,293		283,694		(2,292,290	)		(2,006,303	)

Sale of preferred stock for cash		1,648		-		-		-		16,480		-			16,480
Forgiveness of related party debt										2,027,691					2,027,691
Net loss		-		-		-		-		-		(110,260	)		(110,260	)

Balance, December 31, 2017		1,648	$	-		22,930,000	$	2,293	$	2,327,865	$	(2,402,550	)	$	(72,392	)

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

F-5

American Retail Group, Inc.

Statements of Cash Flows

	Years Ended December 31,
	2017			2016
OPERATING ACTIVITIES:
Net loss	$	(110,260	)	$	(120,100	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(31,567	)		-
Accrued interest		21,388			120,100
Net cash used in operating activities		(120,439	)		-

FINANCING ACTIVITIES:
Advances from stockholder		65,953			-
Repayments to stockholder		(16,480	)
Proceeds from sale of preferred stock		16,480
Loan from related party		54,486			-
Net cash provided by financing activities		120,439			-

NET INCREASE IN CASH		-			-

CASH, BEGINNING OF PERIOD		-			-

CASH, END OF PERIOD	$	-		$	-

CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Forgiveness of related party debt	$	2,027,691		$	-

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

F-6

AMERICAN RETAIL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2017 and 2016

Note 1 – Organization and Basis of Presentation

Organization and Line of Business

American Retail Group, Inc., formerly known as Resource Acquisition Group, Inc. (the “Company”), is a Nevada corporation organized on January 27, 1934.

Currently the Company’s purpose is to seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature.

Change in Control

In March 2017, Soledad Bayazit, the Company’s then Chief Executive Officer, President, sole director and the owner of 20,701,571 of our shares of common stock, representing approximately 90.28% of our outstanding shares of common stock, sold all 20,701,571 shares of common stock to Vassili Oxenuk, for a purchase price of $300,000, of which $150,000 is payable on the second day following the filing of this registration statement. In addition, Ms. Bayazik forgave the payment of the indebtedness to her under our 12% secured promissory note due January 12, 2012 in the principal amount of $1,201,000, together with accrued interest thereon of approximately $672,231, together with advances in the aggregate amount of $154,460.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Financial Instruments

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825 Financial Instruments for its financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts payable and accrued expenses and notes payable to a related party, approximate their fair values because of the short maturity of these instruments.

Fair Value of Financial Instruments

FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

●

Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement.

As of December 31, 2017 and 2016, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value.

F-7

AMERICAN RETAIL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2017 and 2016

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

Basic and Diluted Loss Per Share

Loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during the year ended December 31, 2017 and 2016.

Note 3 – Going Concern

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has no cash, has losses and an accumulated deficit, and a working capital deficiency. The Company does not currently have any revenue generating operations. These conditions, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to, meets its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

Management believes they can raise the appropriate funds needed to support their business plan and acquire an operating company with positive cash flow. Management intends to seek new capital from owners and related parties to provide needed funds.

F-8

AMERICAN RETAIL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2017 and 2016

Note 4 – Related Party Transactions

Ms. Soledad Bayazit, the Company’s former Chief Executive Officer, sole director and majority stockholder, held 10% secured notes due January 12, 2012 of $1,201,000 which were in default. Interest expense on the note payable – related party was $21,388 and $120,100 for the years ended December 31, 2017 and 2016, respectively. In 2017, Ms. Bayazit forgave the principal and accrued interest on these 10% secured notes of $1,201,000 and $672,231, respectively. The amount forgiven was treated as a capital contribution in the accompanying financial statements.

To finance the Company’s operations Ms. Bayazit extended loans to the Company. The balance at December 31, 2016 of $99,974 was presented as loan payable – related party in the accompanying balance sheet. The loan was non-interest bearing and due on demand. In 2017, Ms. Bayazit loaned an additional $54,486 to the Company that was used to pay certain vendors. Ms. Bayazit forgave the entire loan payable of $154,460. The amount forgiven has been treated as a capital contribution in the accompanying financial statements.

During year ended December 31, 2017, the Company’s new Chief Executive Officer and majority stockholder paid expenses of the Company totaling $65,953 and was repaid $16,480. The balance due of $49,473 is presented as due to stockholder in the accompanying balance sheet. The amount is non-interest bearing and payable upon demand.

Note 5 – Stockholders’ Equity

In July 2017, the Company sold 1,648 shares of preferred stock for cash proceeds of $16,480.

Note 6 – Income Taxes

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

Note 7 – Recent Accounting Pronouncements

In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on its financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its financial statements.

F-9

AMERICAN RETAIL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2017 and 2016

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The adoption of this ASU did not have an impact on the Company’s financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

F-10

Filing Compare · American Retail Group, Inc.