Form 1-A Offering Circular

0002140930-26-000001.txt : 20260818 0002140930-26-000001.hdr.sgml : 20260818 20260817200902 ACCESSION NUMBER: 0002140930-26-000001 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20260818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Destiny GSG Inc. CENTRAL INDEX KEY: 0002140930 ORGANIZATION NAME: EIN: 981945143 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-12805 FILM NUMBER: 261288177 BUSINESS ADDRESS: STREET 1: 1968 SOUTH COAST HIGHWAY, #2854 CITY: LAGUNA BEACH STATE: CA ZIP: 92651 BUSINESS PHONE: 852 91729141 MAIL ADDRESS: STREET 1: 1968 SOUTH COAST HIGHWAY, #2854 CITY: LAGUNA BEACH STATE: CA ZIP: 92651 1-A 1 primary_doc.xml 1-A LIVE 0002140930 XXXXXXXX false false Destiny GSG Inc. CA 2026 0002140930 6221 98-1945143 1 0 1968 S. Coast Hwy #2854 Laguna Beach CA 92681 9179857989 Di Ban Other 330.00 0.00 0.00 0.00 330.00 0.00 0.00 0.00 330.00 330.00 0.00 0.00 0.00 -4670.00 -0.01 -0.01 Jiang Jun Xia Common Stock 50000000 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A true true false Tier2 Audited Equity (common or preferred stock) Y N N Y N N 10000000 50000000 0.1000 1000000.00 0.00 0.00 0.00 1000000.00 Zhang Jun Xia 0.00 Bandi & Associates PLLC 0.00 975000.00 Estimated offering expenses are approximately $25,000 in the aggregate. Individual service-provider fees are based on actual or estimated engagement costs. true false AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 false Destiny GSG Inc. Common Stock 50000000 0 Cash consideration of $5,000, representing $0.0001 per share for 50,000,000 shares of Common Stock. Section 4(a)(2) of the Securities Act of 1933. The securities were issued by the Company in a private transaction to its sole shareholder, Kingdom H Marketing Limited, for cash consideration of $5,000, without any public offering or general solicitation. PART II AND III 2 destiny_gsg_1a.htm PART II AND III Form 1-A Offering Circular

August 12, 2026

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
Destiny GSG Inc.
(Exact name of issuer as specified in its charter)

California
(State or other jurisdiction of incorporation or organization)

1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651
(917) 985 7989
(Address, including zip code, and telephone number, including area code of issuer's principal executive office)

Jiang Jing
1968 South Coast Highway, #2854, Laguna Beach, CA 92651
(917) 985 7989
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Di Ban, Bandi & Associates PLLC
250 West 34th Street, Floor 58th, New York, NY 10119
Tel: +1 347 759 4143; Email: di.ban@bandilaw.com

6221	98-1945143
(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

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PART II - OFFERING CIRCULAR - FORM 1-A: TIER 2
(Pre-Qualification Amendment No. 3)

Dated: August 12, 2026

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

Destiny GSG Inc.
1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651
(917) 985 7989
10,000,000 Shares of Common Stock at a price of $0.10 per Share
Minimum Investment: $1,000.00; Offering Amount: $1,000,000.00
No Selling Shareholder(s)
No Escrow

See "Offering Summary" and "Risk Factors" on Page 6, and "Securities Being Offered" on Page 26
For Further Details.

This Offering will Commence Upon Qualification of this Offering by the Securities and Exchange Commission ("SEC") and will Terminate 365 days from the date of qualification by the SEC, Unless Extended or Terminated Earlier By the Issuer.

This Offering is made on a "Best Effort Basis", the following disclosures are hereby made:

	Price to Public	Commissions (1)	Proceeds to Company (2)	Proceeds to Other Persons (3)
Per Share	$0.10	$0	$0.10	None
Minimum Investment	$1,000.00	$0	$1,000.00	None
Total Maximum Offering Amount	$1,000,000.00	$0	$1,000,000.00	None

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(1) The Company shall pay no commissions to underwriters for the sale of securities under this Offering.

(2) Does not reflect payment of expenses of this offering, which are estimated to not exceed $25,000 and which include, among other things, legal fees, accounting costs, audit fees, reproduction expenses, due diligence, marketing, consulting, administrative services other costs of blue-sky compliance (if any), and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include fees to be paid to technology providers. This amount represents the proceeds of the offering to the Company, which will be used as set out in "USE OF PROCEEDS TO ISSUER".

(3) There are no finder's fees or other fees being paid to third parties from the proceeds. See "PLAN OF DISTRIBUTION".

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE.

PLEASE REVIEW ALL RISK FACTORS BEGINNING ON PAGE 6 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.

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

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

This offering (the "Offering") consists of Common Stock (the "Shares" or "Offered Shares", or individually, each a "Share") that is being offered on a "best efforts" basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by Destiny GSG Inc., a California Corporation (the "Company"). There are 10,000,000 Shares being offered on behalf of the Company at a price of $0.10 per Share with a minimum purchase of $1,000.00 per investor. We do not register any shares of Common Stock for the Company's existing shareholders. The Shares are being offered on a best-efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company. The aggregate amount of the Shares offered is 10,000,000 shares of Common Stock ($1,000,000.00). There is no minimum number of Shares that need to be sold in order for funds to be released to the Company and for this offering to close. The Company will retain all proceeds received from the shares sold on their account in this offering.

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The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for TIER 2 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the Company's CEO. Pending each closing, payments for the Shares will be paid directly to the Company. Funds will be immediately transferred to the Company where they will be available for use in the operations of the Company's business in a manner consistent with the "USE OF PROCEEDS TO ISSUER" in this Offering Circular.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS, OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY.

STATE LAW EXEMPTION AND OFFERINGS TO "QUALIFIED PURCHASERS": THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED 'BLUE SKY' LAWS), AND HAVE BEEN EXEMPT FROM STATE "BLUE SKY" LAW REVIEW. THE OFFERED SHARES ARE BEING OFFERED AND SOLD ONLY TO "QUALIFIED PURCHASERS" (AS DEFINED IN REGULATION A UNDER THE SECURITIES ACT). AS A TIER 2 OFFERING PURSUANT TO REGULATION A UNDER THE SECURITIES ACT, THIS OFFERING WILL BE EXEMPT FROM STATE "BLUE SKY" LAW REVIEW, SUBJECT TO CERTAIN STATE FILING REQUIREMENTS AND ANTI-FRAUD PROVISIONS, TO THE EXTENT THAT THE OFFERED SHARES OFFERED HEREBY ARE OFFERED AND SOLD ONLY TO "QUALIFIED PURCHASERS". "QUALIFIED PURCHASERS" INCLUDE: (A) "ACCREDITED INVESTORS" UNDER RULE 501(A) OF REGULATION D AND (B) ALL OTHER INVESTORS, SO LONG AS THEIR INVESTMENT IN OFFERED SHARES DOES NOT REPRESENT MORE THAN 10% OF THE GREATER OF THEIR ANNUAL INCOME OR NET WORTH (FOR NATURAL PERSONS), OR 10% OF THE GREATER OF ANNUAL REVENUE OR NET ASSETS AT FISCAL YEAR-END (FOR NON-NATURAL PERSONS). ACCORDINGLY, WE RESERVE THE RIGHT TO REJECT ANY INVESTOR'S SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON, INCLUDING IF WE DETERMINE, IN OUR SOLE AND ABSOLUTE DISCRETION, THAT SUCH INVESTOR IS NOT A "QUALIFIED PURCHASER" FOR PURPOSES OF REGULATION A. WE INTEND TO OFFER AND SELL THE OFFERED SHARES TO QUALIFIED PURCHASERS IN EVERY STATE OF THE UNITED STATES.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.

PATRIOT ACT RIDER

The Investor hereby represents and warrants that Investor is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Investor has complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering, including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

Forward Looking Statement Disclosure

This Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A, Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as 'anticipate,' 'estimate,' 'expect,' 'project,' 'plan,' 'intend,' 'believe,' 'may,' 'should,' 'can have,' 'likely' and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A, Offering Circular, and any documents incorporated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company's actual operating, and financial performance may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by the Company in this Form 1-A, Offering Circular or any documents incorporated by reference herein speaks only as of the date of this Form 1-A, Offering Circular or any documents incorporated by reference herein. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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About This Form 1-A and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. We are offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.

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TABLE OF CONTENTS

Part II - Information Required in Offering Circular	Page
Part II, Item 1. Cover Page of Offering Circular	1
Part II, Item 2. Table of Contents	7
Part II, Item 3. Summary And Risk Factors	7
Part II, Item 4. Dilution	16
Part II, Item 5. Plan of Distribution and Selling Security Holders	16
Part II, Item 6. Use Of Proceeds to Issuer	17
Part II, Item 7. Description of Business	19
Part II, Item 8. Description of Property	20
Part II, Item 9. Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Part II, Item 10. Directors, Executive Officers, And Significant Employees	24
Part II, Item 11. Compensation Of Directors and Executive Officers	24
Part II, Item 12. Security Ownership of Management and Certain Securityholders	25
Part II, Item 13. Interest of Management and Others in Certain Transactions	25
Part II, Item 14. Securities Being Offered	25
Part II, Item 15. Miscellaneous	29
Part II, F/S. Financial Statements (Audited)	31
Part III - Exhibits	38
Signatures	38

Part II, Item 3. Summary and Risk Factors

Offering Summary

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular.

Type of Stock Offering:	Common Stock
Price Per Share:	$0.10
Minimum Investment:	$1,000.00 per investor
Gross Proceeds (Offering Amount):	$1,000,000.00. The Company will not accept investments greater than the Offering Amount.
Maximum Shares Offered:	10,000,000 Shares of Common Stock.
Use of Proceeds:	See the description in section entitled "USE OF PROCEEDS TO ISSUER".
Voting Rights:	The Shares have full voting rights.
Length of Offering:	Shares will be offered on a continuous basis until either (1) the maximum number of Shares are sold; (2) 365 days from the date of qualification by the Commission, or (3) the Company in its sole discretion withdraws this Offering.

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THE OFFERING

Common Stock Outstanding as of the date of this Offering Circular(1)	50,000,000 Shares
Common Stock in this Offering (2)	10,000,000 Shares
Stock to be outstanding after the offering	60,000,000 Shares

(1) No shares will be sold by the Company's existing shareholders.

(2) The total number of Shares of Common Stock assumes that the maximum number of Shares are sold in this Offering.

The Company may not be able to sell the Offering Amount. The Company will conduct one or more closings on a rolling basis as funds are received from investors. The net proceeds of the Offering will be the gross proceeds of the Shares sold minus the expenses of the offering. Currently we are not listed on any exchange. We plan to list our common shares on the OTC Markets OTCQB tier, but there is no guarantee that we will be listed on the OTC Markets. Therefore, investors should not assume that the Offered Shares will be listed.

A consistent public trading market for the shares may not develop.

INVESTMENT ANALYSIS

There is no assurance Destiny GSG Inc. will be profitable, or that management's opinion of the Company's future prospects will not be outweighed by the unanticipated losses, adverse regulatory developments, and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this Offering Circular before purchasing our common stock. If any of the following risks occur, our business, financial condition, or results of operations could be seriously harmed. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

The risks listed do not necessarily comprise all those associated with an investment in our Company and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on our business and your investment. You are advised to consult an independent professional advisor or attorney who specializes in investments of this kind before making any decision to invest.

Risks Related to the Company and Its Business

We may continue to lose money, and if we do not achieve profitability, we may not be able to continue our business.

We are a company with limited operations and have incurred expenses and losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control, including regulatory actions, market acceptance of our products and services, new products and service introductions, and competition.

We have a limited operating history.

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Our operating history is limited. There can be no assurance that our proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that we will ever realize any significant operating revenues or that our operations will ever be profitable.

We are dependent upon management, key personnel, and consultants to execute our business plan.

Our success is heavily dependent upon the continued active participation of our current executive officers. Loss of these individuals could have a material adverse effect upon our business, financial condition, or results of operations. Further, our success and the achievement of our growth plans depends on our ability to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the commodities trading industry, and the loss of any of such persons, or an inability to attract, retain, and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on our business. If we are unable to attract and retain the necessary personnel, consultants, and advisors, it could have a material adverse effect on our business, financial condition, or operations.

Although we are dependent upon certain key personnel, we do not have any key man life insurance policies on any such people.

We are dependent upon management in order to conduct our operations and execute our business plan; however, we have not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of those key personnel, management, or founders die or become disabled, we will not receive any compensation that would assist with any such person's absence. The loss of any such person could negatively affect our business and operations.

We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

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

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

Changes in employment laws or regulation could harm our performance.

Various federal and state labor laws govern the Company's relationship with our employees and affect operating costs. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

Our bank accounts will not be fully insured.

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The Company's bank accounts have federal deposit insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in such accounts may exceed those limits at times. In the event that any of the Company's banks should fail, we may not be able to recover all amounts deposited in these bank accounts.

The Company will likely incur debt.

The Company may incur debt in the future in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

Our expenses could increase without a corresponding increase in revenues.

Our operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on our financial results and on your investment. Factors which could increase operating and other expenses include but are not limited to: (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.

We will be reliant on key suppliers.

We intend to enter into agreements with key suppliers and will be reliant on positive and continuing relationships with such suppliers. Termination of those agreements, variations in their terms or the failure of a key supplier to comply with its obligations under these agreements (including if a key supplier were to become insolvent) could have a material adverse effect on our financial results and on your investment.

Increased costs could negatively affect our business.

An increase in the cost of services providers and/or raw materials could affect the Company's profitability. Services/materials price increases and other price changes may result in unexpected increases in the cost of the services and raw materials to be procured by the Company from third party vendors. The Company may also be adversely affected by shortages of service providers and raw materials. We may not be able to increase our prices to offset these increased costs without suffering reduced volume, sales, and operating profit, and this could have an adverse effect on your investment.

We may be unable to maintain or enhance our service / product image.

It is important that we maintain and enhance the image of our existing and new services / products. The image and reputation of the Company's services and products may be impacted for various reasons, including litigation. Such concerns, even when unsubstantiated, could be harmful to the Company's image and the reputation of its services and/or products. From time to time, the Company may receive complaints from clients regarding services and products purchased from the Company. The Company may in the future receive correspondence from clients requesting refund or reimbursement. Certain dissatisfied clients may threaten legal action against the Company if no refund or reimbursement is made. The Company may become subject to services and product liability lawsuits from clients alleging injury because of a purported defect in services and products or sold by the Company, claiming substantial damages and demanding payments from the Company. The Company is in the chain of title when it manufactures, supplies, or distributes its services and products, and therefore is subject to the risk of being held legally responsible for them. These claims may not be covered by the Company's insurance policies. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company's business, results of operations, and financial condition. Any negative publicity generated as a result of client complaints about the Company's products could damage the Company's reputation and diminish the value of the Company's brand, which could have a material adverse effect on the Company's business, results of operations, and financial condition, as well as your investment. Deterioration in the Company's brand equity (brand image, reputation, and product quality) may have a material adverse effect on its financial results as well as your investment.

If we are unable to protect our Intellectual Property effectively, we may be unable to operate our business.

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Our success will depend on our ability to obtain and maintain meaningful Intellectual Property Protection for any such Intellectual Property. The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company's financial results as well as your investment.

Computer, website, or information system breakdown could negatively affect our business.

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company's ability to service its clients leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's financial results as well as your investment.

Changes in the economy could have a detrimental impact on the Company.

Changes in the general economic climate could have a detrimental impact on client expenditure and therefore on the Company's revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment, and tax increases) may adversely affect clients' confidence and willingness to spend. Any such events or occurrences could have a material adverse effect on the Company's financial results and on your investment.

Additional financing may be necessary for the implementation of our growth strategy.

The Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.

Our employees, executive officers, directors, and insider shareholders beneficially own or control a substantial portion of our outstanding shares.

Our employees, executive officers, directors, and insider shareholders beneficially own or control a substantial portion of our outstanding type of stock, which may limit your ability and the ability of our other shareholders, whether acting alone or together, to propose or direct the management or overall direction of our Company. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for his Shares. The majority of our currently outstanding Shares of stock is beneficially owned and controlled by Kingdom H Marketing Limited. Accordingly, executive officer(s) may have the power to control the election of our directors and the approval of actions for which the approval of our shareholders is required. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Our principal shareholder may be able to control matters requiring approval by our shareholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares.

Our operating plan relies in large part upon assumptions and analyses developed by the Company. If these assumptions or analyses prove to be incorrect, the Company's actual operating results may be materially different from our forecasted results.

Whether actual operating results and business developments will be consistent with the Company's expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company's control, including, but not limited to:

- whether the Company can obtain sufficient capital to sustain and grow its business;

- our ability to manage the Company's growth;

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- whether the Company can manage relationships with key vendors and service providers;

- demand for the Company's products and services;

- the timing and costs of new and existing marketing and promotional efforts competition;

- the Company's ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

- the overall strength and stability of domestic and international economies;

- client spending habits.

Unfavorable changes in any of these or other factors, most of which are beyond the Company's control, could materially and adversely affect its business, results of operations and financial condition.

We do not expect to be profitable for the foreseeable future and cannot accurately predict when we might become profitable.

The Company may not be able to generate significant revenues in the future. In addition, we expect to incur substantial operating expenses in order to fund the expansion of our business. As a result, we expect to continue to experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable.

We may be unable to manage our growth or implement our expansion strategy.

We may not be able to expand the Company's product and service offerings, the Company's markets, or implement the other features of our business strategy at the rate or to the extent presently planned. The Company's projected growth will place a significant strain on our administrative, operational, and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

Our business model is evolving.

Our business model is unproven and is likely to continue to evolve. Accordingly, our initial business model may not be successful and may need to be changed. Our ability to generate significant revenues will depend, in large part, on our ability to successfully market our products to potential users who may not be convinced of the need for our products and services or who may be reluctant to rely upon third parties to develop and provide these products. We intend to continue to develop our business model as the Company's market continues to evolve.

The Company Needs to Increase Brand Awareness

Due to a variety of factors, our opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the Company's brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the Company's market increases. Successfully promoting and positioning our brand, products and services will depend largely on the effectiveness of our marketing efforts. Therefore, we may need to increase the Company's financial commitment to create and maintain brand awareness. If we fail to successfully promote our brand name or if the Company incurs significant expenses promoting and maintaining our brand name, it will have a material adverse effect on the Company's results of operations.

We face competition from a number of large and small companies, some of which have greater financial, research and development, production, and other resources than we do.

In many cases, our competitors have longer operating histories, established ties to the market and clients, greater brand awareness, and greater financial, technical and marketing resources. Our ability to compete depends, in part, upon a number of factors outside of our control, including the ability of our competitors to develop similar services or alternatives that are better than ours. If we fail to successfully compete in the relevant markets, or if we incur significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations.

Our employees may engage in misconduct or improper activities.

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The Company, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, client incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to our reputation.

Limitation on director liability.

The Company may provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering.

If the third-party vendors who we depend upon to produce and deliver our services and products experience delays or interruptions in service, our client experience will suffer which could substantially harm our business.

To the extent we engage third parties in connection with our commodities trading operations (which may include suppliers, producers, logistics and freight providers, warehouses, refiners, inspection providers and other operational service providers), our ability to source, verify, store, transport and deliver commodities will depend on those counterparties. Our operations could be detrimentally impacted by a variety of external factors over which we have little or no control, including the reliability and performance of any such counterparties. If any of these third-party providers experiences a delay or interruption in service, or provides low-quality services, it could substantially harm our ability to provide a high-quality client experience and our business and results of operations would suffer as a result.

Risks Related to this Offering and Investment

We may undertake additional equity or debt financing that would dilute the shares in this offering.

The Company may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.

An investment in the Shares is speculative and there can be no assurance of any return on any such investment.

An investment in the Company's Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

The Shares are offered on a "Best Efforts" basis, and we may not raise the Maximum Amount being offered.

Since we are offering the Shares on a "best efforts" basis, there is no assurance that we will sell enough Shares to meet our capital needs. If you purchase Shares in this Offering, you will do so without any assurance that we will raise enough money to satisfy the full Use Of Proceeds To Issuer which we have outlined in this document or to meet our working capital needs.

If the Offering Amount is not raised, it may increase the amount of long-term debt or the amount of additional equity we need to raise.

There is no assurance that the maximum number of Shares in this Offering will be sold. If the Offering Amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will further dilute those investors participating in this Offering.

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We have not paid dividends in the past and do not expect to pay dividends in the future, so any return on investment may be limited to the value of our shares.

We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. If we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur if its stock price appreciates.

We may not be able to obtain additional financing.

Even if we are successful in selling the maximum number of Shares in the Offering, we may require additional funds to continue and grow our business. We may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy which could seriously harm our business, financial condition and results of operations. If we need additional funds, we may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to our current shareholders and to you if you invest in this Offering.

The offering price has been arbitrarily determined.

The offering price of the Shares has been arbitrarily established by us based upon our present and anticipated financing needs and bears no relationship to our present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.

The management of the Company has broad discretion in application of proceeds.

The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances and opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds hereof.

An investment in our Shares could result in a loss of your entire investment.

An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

There is no assurance that we will be able to pay dividends to our Shareholders.

While we may choose to pay dividends at some point in the future to our shareholders, there can be no assurance that cash flow and profits will allow such distributions to ever be made.

Sales of a substantial number of shares of our stock may cause the price of our stock to decline.

If our shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These sales may also make it more difficult for us to sell equity or equity related securities at a time and price that we deem reasonable or appropriate.

We have made assumptions in our projections and in Forward-Looking Statements that may not be accurate.

The discussions and information in this Offering Circular may contain both historical and "forward-looking statements" which can be identified by the use of forward-looking terminology including the terms "believes," "anticipates," "continues," "expects," "intends," "may," "will," "would," "should," or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that this Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us. We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of client demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain clients, loss of clients and failure to obtain new clients, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company's operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.

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Fluctuations or underperformance in the capital markets could pose significant challenges to the Company's operational and financial performance, which, in turn, may have a detrimental impact on investor returns.

Under the influence of multiple factors such as macroeconomic fluctuations, policy adjustments and changes in the capital markets environment, the capital market may experience significant and drastic fluctuations or even overall underperformance. Under such circumstances, demand for commodities may decline and the availability and cost of financing may deteriorate, resulting in a decrease in the Company's trading opportunities and counterparties, which in turn may adversely impact the Company's business revenues, and may cause investors to suffer losses.

You should be aware of the long-term nature of this investment.

The Shares are being offered and sold pursuant to an exemption from registration under Regulation A, and have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction. There is no established public trading market for the Shares, and none may develop. In addition, Shares held by our affiliates remain subject to restrictions on resale under applicable securities laws. The absence of a trading market, and any limitations on transfer, may adversely affect the price that you might be able to obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company and should be prepared to hold the Shares for an indefinite period.

The Shares in this Offering have no protective provisions.

The Shares in this Offering have no protective provisions. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger, or other similar transaction involving the Company. If there is a 'liquidation event' or 'change of control' the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization, or similar transaction.

You will not have significant influence on the management of the Company.

Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers, or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.

There is no guarantee of any return on your investment.

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There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

Our Subscription Agreement identifies the state of California for purposes of governing law.

The Company's Subscription Agreement for shares issued under this Offering contains a choice of law provision stating, "all questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of California." As such, excepting matters arising under federal securities laws, any disputes arising between the Company and shareholders acquiring shares under this offering shall be determined in accordance with the laws of the state of California. Furthermore, the Subscription Agreement establishes the state and federal courts located in California as having jurisdiction over matters arising between the Company and shareholders.

These provisions may discourage shareholder lawsuits or limit shareholders' ability to obtain a favorable judicial forum in disputes with the Company and its directors, officers, or other employees.

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.

Part II, Item 4. Dilution

The term 'dilution' refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. If all of the Shares in this offering are fully subscribed and sold, the Shares offered herein will constitute approximately 16.67% of the total Shares of stock of the Company. The Company anticipates that subsequent to this offering the Company may require additional capital and such capital may take the form of Common Stock, another stock or securities or debt convertible into stock. Such future fundraising will further dilute the percentage ownership of the Shares sold herein in the Company.

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of July 31, 2026 was approximately $330, or $0.0000066 per share. Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming (i) the sale of 100%, 75%, 50%, or 25%, respectively, of the shares offered by the Company for sale in this Offering (after deducting estimated offering expenses of $25,000), and (ii) an offering price of $0.10 per share:

Funding Level	100%	75%	50%	25%
Gross Proceeds	$1,000,000	$750,000	$500,000	$250,000
Offering Price	$0.10	$0.10	$0.10	$0.10
Net Tangible Book Value per Share of Common Stock before this Offering	$0.0000066	$0.0000066	$0.0000066	$0.0000066
Increase in Net Tangible Book Value per Share Attributable to New Investors in this Offering	$0.0162489	$0.0126078	$0.0086358	$0.0042854
Net Tangible Book Value per Share of Common Stock after this Offering	$0.0162555	$0.0126144	$0.0086424	$0.0042920
Dilution per share to Investors in the Offering	$0.0837445	$0.0873856	$0.0913576	$0.0957080

There is a $0.0999/share disparity between the price of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire.

Part II, Item 5. Plan of Distribution and Selling Security Holders

We are offering an Offering Amount of up to 10,000,000 Shares of our Common Stock. There is no selling shareholder(s) in this offering. The offering is being conducted on a best-efforts basis without any minimum number of shares or amount of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company.

The Company will not initially sell the Shares through commissioned broker-dealers but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A to describe the arrangement. Subscribers have no right to a return of their funds. The Company may terminate the offering at any time for any reason at its sole discretion and may extend the Offering past the termination date of 365 days from the date of qualification by the Commission in the absolute discretion of the Company and in accordance with the rules and provisions of Regulation A. After the Offering Statement has been qualified by the Securities and Exchange Commission (the "SEC"), the Company will accept tenders of funds to purchase the Shares. No escrow agent is involved, and the Company will receive the proceeds directly from any subscription.

The Company, by determination of the Board of Directors, in its sole discretion, may issue the Shares under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. We will receive no cash proceeds from shares issued for services or in fulfillment of any other agreements.

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation to the effect that, if you are not an "accredited investor" as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement.

At this time no broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority ("FINRA"), is being engaged as an underwriter or for any other purpose in connection with this Offering.

This offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of Regulation A. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

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If you decide to subscribe for any Common Stock in this offering, you must deliver funds for acceptance or rejection. The minimum investment amount for a single investor is $1,000.00. All subscription checks should be sent to the following address:

LEE Hok Nin;

Destiny GSG Inc.;

1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651;

(917) 985 7989.

In such case, subscription checks should be made payable to Destiny GSG Inc. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor. The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

This is an offering made under "Tier 2" of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification. Therefore, the shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in the Company. Transferees of the shares will be required to meet the above suitability standards.

The shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of "specially designated nationals" or "blocked persons" maintained by the U.S. Office of Foreign Assets Control ("OFAC") at www.treasury.gov/ofac or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A "Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.treasury.gov/ofac or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

Part II, Item 6. Use of Proceeds to Issuer

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The Use of Proceeds is an estimate based on the Company's current business plan and anticipated operations. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, depending on market conditions, regulatory developments, operational needs, and other factors. Management will have broad discretion in the application of the net proceeds from this Offering, and investors will be relying on the judgment of our management regarding the application of such proceeds.

The maximum gross proceeds to the Company from the sale of the Shares in this Offering are $1,000,000. After deducting estimated offering expenses of approximately $25,000 (including legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, administrative services, blue-sky compliance, and other out-of-pocket expenses), the net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $975,000.

No proceeds from this Offering will be used to compensate or make payments to officers or directors of the issuer, except for ordinary course reimbursement of business expenses. The Company has not entered into any agreements or understandings with any officers, directors, or affiliates regarding the use of proceeds. A significant portion of the net proceeds will be used for general working capital purposes to support the launch and initial scaling of our commodities trading operations.

The following table sets forth management's current best estimate of the use of net proceeds at various funding levels (10%, 25%, 50%, 75%, and 100% of the Offering). These allocations are estimates only and are subject to change based on the actual amount raised, timing of receipts, and evolving business needs. The Company may reallocate the estimated use of proceeds among the categories or for other uses if management deems such a reallocation to be appropriate in light of then-current circumstances.

Use of Proceeds Table (Net Proceeds after estimated $25,000 offering expenses)

Use of Proceeds Category	10% ($75,000)	25% ($225,000)	50% ($475,000)	75% ($725,000)	100% ($975,000)
Working Capital for Office Setup, Staffing, Initial Marketing, and Trading Operations	$45,000	$130,000	$245,000	$385,000	$520,000
Trading of commodities such as gold, tungsten, etc. (inventory, supplier relationships, logistics)	$10,000	$45,000	$130,000	$215,000	$300,000
Marketing, Website, Social Media Development and Brand Awareness	$12,000	$25,000	$50,000	$75,000	$100,000
General Working Capital, Administrative and Compliance Reserves	$8,000	$25,000	$50,000	$50,000	$55,000
Total	$75,000	$225,000	$475,000	$725,000	$975,000

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Key Assumptions and Priorities:

- The primary objective is to fund working capital for launching commodities trading business.

- Proceeds will support initial marketing efforts through our website and social media platforms (Facebook, X.com, YouTube, LinkedIn, Instagram, etc.) to attract clients and build brand awareness.

- We expect to utilize the free office space provided by our director, LEE Hok Nin for the initial 18 months, minimizing facility costs.

- If less than the maximum amount is raised, we will prioritize core trading operations and essential marketing, and may rely on additional loans from our director, LEE Hok Nin (up to $80,000 as previously agreed), to bridge any shortfall for completing the offering and initial operations.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company's management. The Company may reallocate the estimated use of proceeds among the categories or for other uses if management deems such a reallocation to be appropriate.

Part II, Item 7. Description of Business

Business Overview

Destiny GSG Inc. is a California Corporation (the "Company"). The Company was incorporated in the State of California on May 31, 2026 under the name Cheung Siu Chung and changed its corporate name to Destiny GSG Inc. pursuant to a Certificate of Amendment to its Articles of Incorporation filed with the California Secretary of State on May 31, 2026 (Document No. BA20261138865). The Certificate of Amendment recorded that approval of the outstanding shares was not required because the corporation had no outstanding shares at the time of the amendment. The Company's current business operations include commodities trading such as gold, tungsten, etc.

Group Structure Chart

Shareholder / Entity Name	Shareholding Structure
KINGDOM H MARKETING LIMITED	Destiny GSG Inc. is 100% owned by Kingdom H Marketing Limited

Recent Events

Since inception, the Company has been in the development stage with minimal operations. We have focused on corporate formation, preparation of this Offering, establishing our principal office, building initial digital presence (website and social media accounts), and laying the groundwork for the commencement of trading operations and supplier relationships. No significant revenue has been generated to date.

Marketing:

We operate our Company's commodities trading business from our Company's office at 1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651, and we plan to expand our commodities trading business globally, mainly through online marketing and operating our Company's social media accounts on various global social media platforms, such as Facebook, X.Com (Twitter), Youtube, etc. Currently, the Company operates the following social media accounts and website to market our business and generate new counterparties and clients:

Twitter:

Linkedin:

Competitive Strengths:

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We believe that the following strengths enable us to stand out in the commodities trading business and differentiate us from our competitors:

Experienced and Highly Qualified Team

We have a highly qualified professional service team with extensive experience in commodities trading. Our professional team members have many years of experience in their respective fields of commodities trading. The majority of the members of our team previously worked in the commodities trading business. We highly value members of our qualified professional team and are on the constant lookout for new talents to join our team.

Digital-First Marketing

We shall utilize our official website and social media platforms (Facebook, X.com, YouTube, LinkedIn, Instagram, etc.) for client acquisition, consulting, and brand building through online content, offline seminars, and targeted campaigns.

Cost-Efficient Structure

Our director has agreed to provide our principal office at 1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651 free of charge for 18 months, reducing initial overhead.

Employees

As of the date of this Offering Circular, the Company has one employee, including its officers, of which one is full-time. There is no collective agreement between the Company and its employees. The employment relationship between employees and the Company is individual and standard for the industry.

Part II, Item 8. Description of Property

We do not own any real properties or vehicles. Our Company's principal office is located at: 1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651.

Part II, Item 9. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview and Plan of Operation

The Company is a California Corporation (the "Company"). The Company was incorporated in the State of California on May 31, 2026 under the name Cheung Siu Chung and changed its corporate name to Destiny GSG Inc. pursuant to a Certificate of Amendment to its Articles of Incorporation filed with the California Secretary of State on May 31, 2026. The Company's current business operations include commodities trading such as gold, tungsten, etc.

We use our official website and our social media accounts (built by us on Facebook, X.com, YouTube, LinkedIn, Instagram, etc.) to reach our potential clients and build trusts with them. Through online and offline marketing and interactive campaigns, we market our services and products to our potential clients. Such combination of online and offline marketing strategies enhance our brand awareness, thus driving the growth of our businesses.

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Business Development Plan and Plan of Operations

The Company is a recently established commodities trading firm, incorporated in the State of California on May 31, 2026, with a clear vision to capitalize on the structural shifts occurring in global critical mineral and precious metals markets. The company is strategically positioned to engage in the trading of high-value commodities, with an initial focus on gold and tungsten, while building a scalable platform that leverages market dislocations created by supply chain realignments. Destiny GSG Inc. intends to seek quotation of its common stock on the OTCQB Venture Market, and is seeking to raise $1,000,000 to fund initial trading operations, secure warehousing and logistics capabilities, and establish the necessary financial and compliance infrastructure.

The commodities landscape is currently defined by significant volatility and opportunity. Gold continues its bull run, driven by sustained demand from global central banks, particularly in China, alongside strong physical demand from India and emerging institutional investors, with experts predicting further price appreciation. According to industry analysis, there is a sentiment of being in the "early stages of a very, very big move" for gold prices . Simultaneously, tungsten, a critical mineral vital for industrial production, semiconductor etching, and defense applications, is experiencing a significant supply deficit outside of China due to tightening export restrictions from the world's dominant producer. This has led to a dramatic surge in prices, as the global market seeks alternative, non-Chinese sources of supply. The Company is entering the market at a pivotal moment, aiming to serve as a reliable intermediary and supplier in this environment of high demand and constrained supply.

The core of our strategy involves sourcing commodities from mid-tier producers and mining operations, primarily in jurisdictions outside of China, and distributing them to industrial end-users and refiners in key markets such as Japan, South Korea, Europe, and the United States. We will focus on two main areas:

Critical Minerals Trading (Tungsten): We will establish relationships with emerging tungsten producers outside of China to secure supply, capitalizing on the opportunity created by the current market gap. The strategic importance of tungsten, highlighted by its critical role in the AI "gold rush" as a "picks and shovels" component for semiconductor production, ensures robust long-term demand . We will connect these non-Chinese sources with manufacturers in technology and defense sectors that are actively seeking to diversify their supply chains.
Precious Metals Trading (Gold): We will engage in the procurement and sale of physical gold, capitalizing on its status as a safe-haven asset. Our approach will involve building a network of small to mid-tier producers and partnering with refiners to facilitate the flow of physical metal to meet strong demand from Asian markets and retail investors participating in royalty-based investment structures .

In our initial growth phase, we will focus on a brokerage and physical trading model. Long-term, we aim to evolve into a tech-enabled trading firm, exploring opportunities similar to industry players who are implementing AI-driven arbitrage systems and high-margin processing facilities to significantly enhance revenue potential and net profit margins .

Five-Year Financial Plan and Projections

The following financial projections represent the Company's expected performance over the next five fiscal years, based on our identified market opportunities and planned operational scaling. We project a path to profitability by Year 2, driven by increased trading volume and strategic partnerships.

Financial Metric	Year 1 (FY 2026)	Year 2 (FY 2027)	Year 3 (FY 2028)	Year 4 (FY 2029)	Year 5 (FY 2030)
Total Revenue (M)	$2.5 M	$12.0 M	$28.0 M	$55.0 M	$90.0 M
Total Expenditure (M)	$3.2 M	$10.5 M	$24.5 M	$47.5 M	$75.0 M
Gross Profit	$0.5 M	$3.0 M	$7.0 M	$13.2 M	$22.5 M
Gross Margin	20%	25%	25%	24%	25%
Net Profit / (Loss)	($0.7 M)	$1.5 M	$3.5 M	$7.5 M	$15.0 M
Net Margin	-28%	12.5%	12.5%	13.6%	16.7%
Equity Raised	$1.0 M	-	-	-	-

Assumptions and Key Drivers:

Revenue Growth: Revenue is projected to grow significantly as we scale from an operational base to capturing a larger market share in the tungsten and gold trading sectors. The tungsten market outside China is "structurally undersupplied," creating a favorable environment for price premiums and high-volume trading .
Profitability: The move from a net loss in Year 1 to net profit in Year 2 is attributed to economies of scale, improved margin capture, and, if our common stock is quoted on the OTCQB, leveraging that status to seek better credit terms and partnerships. Our target is to achieve a net margin within the high single digits by Year 3, aligning with industry benchmarks for commodity traders .
Cost Management: We anticipate that initial CapEx and OpEx will stabilize after Year 1, with operational costs increasing in line with revenue but at a lower proportional rate . This is driven by a lean operational model initially, with planned investments in technology to automate trading processes and improve efficiency.

The Company is poised to become a significant player in the global commodities market by capitalizing on the intersection of geopolitical supply risks and soaring demand for critical minerals. Our clear and conservative business plan, underpinned by robust market research and a strategic capital structure, outlines a viable path to profitability and long-term value creation.

The Company's business plan is contingent upon a stable operating environment and is inherently exposed to material risks arising from the prevailing volatility in global political relations and international market trends. Investors should carefully review the risk factors set forth in this offering circular before making an investment decision.

1. Complete Our Public Offering

We expect to complete our public offering within 1 year after the qualification of our offering statement by the SEC.

2. Office

We've already set up our principal office at: 1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651. At this stage, we do not plan to purchase a large number of new office equipment due to reasons that it is more important to prioritize essential needs and maintain a balanced budget in the short term. However, as business conditions improve and our operations expand, we'll reassess our needs and may purchase all necessary furniture, equipment, computers, and professional software to support our commodities trading operations.

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3. Website Development

We shall use our official website, which will be one of our primary tools for promoting our services.

4. Marketing and advertising

We mainly use our official website and our social media accounts as described above to attract counterparties and clients for our commodities trading business. We understand that the better we actively position our company, the more counterparties and clients we'll attract. Therefore, by utilizing these digital platforms, we can efficiently reach a wide audience, share valuable insights, and offer tailored solutions to support our clients' commodities sourcing and supply requirements. This approach not only enhances our accessibility but also allows us to maintain a strong and interactive presence in the global business community.

5. 12-Month Plan & Working Capital Priorities

Over the next 12 months, we will continue expanding our current operations by generating more customers and counterparties for our commodities trading business, and we plan to commence trading operations in California as soon as possible.

Our director has agreed in writing to provide the principal office located at 1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651 to our Company for our office use free of charge, for a term of 18 months. With our physical presence at California location and internet-based marketing and promotion, the Company is well equipped to more effectively market and advertise the Company's business to global clients.

To complete this offering and proceed with our operations within the next 12 months, we still need about

$60,000.00. We may have to utilize funds from our director, LEE Hok Nin, who have agreed in writing to loan the Company funds for an amount not exceeding $80,000.00 to: (i) complete this offering, and (ii) proceed with our operations within the next 12 months, if offering proceeds are less than registration costs and to support the development and operation within the next 12 months.

Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. The Company's planned use of proceeds with respect to working capital are listed in Item 6 above in order of priority.

Results of Operations

From the Company's incorporation date (May 31, 2026) to July 31, 2026, the Company prepared our business plan, and signed 1 "Distribution Agreement" with our distributor, but did not generate any revenue under such agreement. Our net loss from incorporation to July 31, 2026 is $(4,670).

We have just recently started our business operations, and we will start significant operations after we have

completed this offering in whole or in part.

Liquidity and Capital Resources

As of July 31, 2026 the Company has net loss of $(4,670) and no liabilities.

The Company does not believe its current cash balance will be sufficient to allow the Company to complete this offering and fund its planned operating activities for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail some of its planned activities. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities should the Company be unable to continue as a going concern.

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As the Company continues to incur losses, achieving profitability is dependent on achieving a level of revenues adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offerings and may seek additional capital through arrangements with strategic partners from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. Any equity financing may be dilutive to existing shareholders.

In order to move forward with our business development plan, set forth above, we will require additional financing, as allocated in the Use of Proceeds section above.

We will require substantial additional financing, in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing, and we may not be able to obtain financing when required, in the amounts necessary to execute our plans in full, or on terms which are economically feasible.

We are currently seeking additional financing. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.

Off Balance Sheet Arrangements

As of July 31, 2026, and the date of this Offering Circular respectively, there were no off-balance sheet arrangements.

Going Concern

The Company has experienced a net loss and had an accumulated deficit of $(4,670) as of July 31, 2026. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing.

To complete this offering and proceed with our operations within the next 12 months, we still need about $60,000.00. We may have to utilize funds from our director, LEE Hok Nin, who have agreed in writing to loan the Company funds for an amount not exceeding $80,000.00 to: (i) complete this offering, and (ii) proceed with our operations within the next 12 months, if offering proceeds are less than registration costs and to support the development and operation within the next 12 months.

Critical Accounting Policies

We have identified the policies outlined in Notes in the attached audited financial statements as of and for the period from May 31, 2026 (inception) to July 31, 2026, as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Additional Company Matters

The Company has never filed for bankruptcy protection, nor has it ever been involved in receivership or similar proceedings.

The Company is not presently involved in any other legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business, in the next 12 months.

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Part II, Item 10. Directors, Executive Officers, and Significant Employees

As of the date of this Offering, we have one employee. The officer(s) and director(s) of the Company as of the date of this Offering, are as follows:

Name	Position	Age	Date of Appointment	Hours per month
LEE Hok Nin	Director, CEO, CFO		May 31, 2026	200

LEE Hok Nin: Director, CEO and CFO

Mr. LEE Hok Nin serves as our CEO, Chief Financial Officer and a member of our Board of Directors. Mr. Lee is a Canadian national and a Certified Practicing Accountant (CPA Aust.). He possesses over ten years of experience in project financing, corporate financial management, and commodities trading.

Mr. Lee oversees the Company's financial reporting, accounting, budgeting, and commodities trading operations, bringing a wealth of cross-border experience relevant to the Company's growth and operational model. Prior to joining the Company, he served as a director of a fast-moving consumer goods (FMCG) company in the Philippines for six years, where he gained extensive insight into consumer-centric operations and retail marketing strategies.

Part II, Item 11. Compensation of Directors and Executive Officers

As of the date of this Offering Circular, the Company has one director who also serves as executive officers. The Company is in its early development stage and has not generated any revenue. No compensation has been paid to any director or executive officer since inception.

Summary Compensation Table

Name & Principal Position	Fiscal Year Ended July 31, 2026	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings	All Other Compensation	Total
LEE Hok Nin
(Director,
CEO, CFO)	2026	-	-	-	-	-	-	-	0

Stock Incentive Plan

In the future, we may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

Board of Directors

Our board of directors currently consists of one director. Our director LEE Hok Nin is not "independent" as defined in Rule 4200 of FINRA's listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.

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Committees of the Board of Directors

We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.

Director Compensation

We currently do not pay our director any compensation for his services as board member, with the exception of reimbursing and board-related expenses. In the future, we may compensate directors, particularly those who are not also employees and who act as independent board members, on either a per meeting or fixed compensation basis.

Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by California law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.

The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering Circular.

Part II, Item 12. Security Ownership of Management and Certain Securityholders

The following table sets forth information regarding beneficial ownership of our Common Stock as of July 31, 2026. None of our Officers or Directors are selling stock in this Offering. Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Common Stock.

Percentage of beneficial ownership after the offering assumes the Offering Amount is fully sold.

Name and Position	Class	Shares Beneficially Owned Prior to Offering	Shares Beneficially Owned After Offering
Number	Percent	Number	Percent	Number	Percent
Kingdom H Marketing Limited	Common	50,000,000	100%	50,000,000	83.33%

Part II, Item 13. Interest of Management and Others in Certain Transactions

As of July 31, 2026, the Company is not indebted to related parties. On May 31, 2026, the Company issued 50,000,000 shares of common stock to Kingdom H Marketing Limited, its sole shareholder, for cash proceeds of $5,000. Our director, LEE Hok Nin, has agreed to provide the Company's principal office to the Company free of charge for a period of 18 months, and has agreed in writing to loan the Company funds in an amount not exceeding $80,000.00, as described in the Notes to the audited financial statements. Other than as described in this Offering Circular, there have been no transactions since inception, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which any director, executive officer or holder of more than 10% of the Company's outstanding common stock had or will have a direct or indirect material interest.

Part II, Item 14. Securities Being Offered

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

Common Stock

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company's Articles of Incorporation, Bylaws and the applicable statutes of the State of California for a more complete description of the rights and liabilities of holders of the Company's securities.

Common Stock

The Company is authorized to issue 1,000,000,000 shares of Common Stock, par value $0.0001.

Capitalization Security	Par Value	Authorized	Outstanding	Voting Rights
Common Stock	0.0001	1,000,000,000	50,000,000	1:1

Preferred Stock

We do not have an authorized class of preferred stock.

General

The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company's Articles of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable. Holders of Common Stock issued pursuant to this Offering Circular should not expect to be able to influence any decisions by management of the Company through the voting power of such Common Stock.

The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company's Bylaws and the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

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There is no minimum number of Shares that need to be sold in order for funds to be released to the Company and for this offering to hold its first closing.

The minimum subscription that will be accepted from an investor is $1,000.00 (the "Minimum Subscription").

A subscription for $1,000.00 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire, credit or debit card, or ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The Company reserves the unqualified discretionary right to accept any subscription for Shares, in an amount less than the Minimum Subscription. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. The Company has not engaged anyone to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please review the Company's Bylaws, which are attached to this Offering Circular.

Excepting matters arising under federal securities laws, any disputes between the Company and shareholders shall be governed by the laws of the state of California. Furthermore, the Subscription Agreement for this Regulation A offering appoints the state and federal courts located in California as having jurisdiction over any disputes related to this Regulation A offering between the Company and shareholders.

Selling Shareholders

There is no selling shareholder(s) under this offering.

Disqualifying Events Disclosure

Rule 262 of Regulation A disqualifies an issuer from relying on the exemption provided by Regulation A if the issuer or any other person specified in Rule 262(a) is or has been subject to one of the disqualifying events described in that rule. The persons covered by Rule 262(a) are the issuer; any predecessor of the issuer; any affiliated issuer; any director, executive officer, other officer participating in the offering, general partner or managing member of the issuer; any beneficial owner of 20% or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of the filing of the offering statement or of any offer or sale after qualification; any person that has been or will be paid, directly or indirectly, remuneration for the solicitation of purchasers in connection with sales of securities in the offering; and any general partner, managing member, director, executive officer or other officer participating in the offering of any such compensated solicitor (each, a "Covered Person").

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The disqualifying events specified in Rule 262(a) include, among others: specified criminal convictions entered within ten years before the filing of the offering statement (five years in the case of the issuer, its predecessors and affiliated issuers) in connection with the purchase or sale of a security, the making of a false filing with the Commission, or the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities; court injunctions and restraining orders entered within five years that restrain or enjoin such conduct; specified final orders of state securities, banking, savings association, credit union or insurance regulators, of federal banking agencies, of the Commodity Futures Trading Commission or of the National Credit Union Administration; specified Commission disciplinary orders and Commission cease-and-desist orders relating to scienter-based anti-fraud provisions of the federal securities laws or to Section 5 of the Securities Act; suspension or expulsion from membership in, or from association with a member of, a securities self-regulatory organization; Commission stop orders and orders suspending a Regulation A exemption entered within five years; and United States Postal Service false representation orders entered within five years.

Rule 262 provides that disqualification will not arise from an event that occurred before June 19, 2015, although any such event must be disclosed to investors. Disqualification also will not arise if, before the offering statement was filed, the court or regulatory authority that entered the relevant order, judgment or decree advised in writing that disqualification should not arise as a consequence of that order, judgment or decree, or if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied. In addition, the disqualification does not apply if the issuer establishes that it did not know, and in the exercise of reasonable care could not have known, that a disqualification existed.

The Company is required to exercise reasonable care in conducting a factual inquiry to determine whether any Covered Person is subject to a disqualifying event under Rule 262(a), and to disclose to investors any matter that would have constituted a disqualifying event but for its having occurred before June 19, 2015. The Company believes that it has exercised reasonable care in conducting that inquiry. The Company is not aware of any disqualifying event with respect to any Covered Person, and is not aware of any matter that would have constituted a disqualifying event but for its having occurred before June 19, 2015.

It is possible that (a) a disqualifying event may exist of which the Company is not aware and (b) the Commission, a court or other finder of fact may determine that the steps the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose the ability to rely on Regulation A for this Offering and, depending on the circumstances, may be required to register the offer and sale of the Company's Common Stock with the Commission and under applicable state securities laws, or to conduct a rescission offer with respect to securities sold in the Offering.

ERISA CONSIDERATIONS

Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

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Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 14, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as "plan assets"). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding "plan assets." Management anticipates that we would clearly be characterized as an "operating" for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets."

Classification of our assets of as "plan assets" could adversely affect both the plan fiduciary and management. The term "fiduciary" is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as "plan assets," certain transactions that we might enter into in the ordinary course of our business might constitute "prohibited transactions" under ERISA and the Code.

Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, "current value" means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

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The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account ("IRA") is generally exempt from taxation. However, if a Qualified Plan or IRA earns "unrelated business taxable income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

Investor Eligibility Standards

The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of Shares. Investor suitability standards in certain states may be higher than those described in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.

Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. Transferees of Shares will be required to meet the above suitability standards also.

Part II, Item 15. Miscellaneous: Dividend Policy, Shares Eligible for Future Sales, Legal Matters, Experts, Where You Can Find More Information

Dividend Policy

Since our inception, we have not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid. In the future, our Board of Directors may decide, at their discretion, whether dividends may be declared and paid, taking into consideration, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.

Shares Eligible For Future Sale

Prior to this Offering, there has been no public market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Rule 144

Shares of Common Stock sold in this Offering to persons who are not our affiliates will not be "restricted securities" within the meaning of Rule 144 under the Securities Act and will not be subject to the resale conditions of that rule. There is, however, no established public trading market for our Common Stock, and none may develop. The 50,000,000 shares of Common Stock outstanding before this Offering were issued in a transaction not involving any public offering and are restricted securities. Shares held by our affiliates are also subject to Rule 144 on resale.

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We are not, and upon completion of this Offering will not become, a reporting company under the Securities Exchange Act of 1934. Our ongoing reporting obligations under Tier 2 of Regulation A do not make us an Exchange Act reporting company for purposes of Rule 144. Accordingly, the shorter holding period and the resale provisions that Rule 144 makes available in respect of securities of Exchange Act reporting companies are not available in respect of our Common Stock, and will not become available unless and until we separately become subject to, and are current in, the periodic reporting requirements of the Exchange Act.

In general, a person who is not, and has not been during the preceding three months, an affiliate of ours, and who has beneficially owned restricted shares of our Common Stock for at least twelve months, may resell those shares free of the other conditions of Rule 144, provided that adequate current public information about the Company is available as required by Rule 144(c)(2) for an issuer that is not subject to Exchange Act reporting. A person who is an affiliate of ours and who has satisfied the twelve-month holding period may sell, within any three-month period, only a number of shares that does not exceed 1% of the number of shares of our Common Stock then outstanding, and must also comply with the current public information, manner of sale and Form 144 notice requirements of Rule 144 to the extent applicable. The alternative volume limitation measured by average weekly trading volume is available only in respect of securities listed or admitted to trading on a national securities exchange or quoted on an automated quotation system of a registered national securities association, and is therefore not available in respect of our Common Stock.

Legal Matters

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Bandi & Associates PLLC, counsel to the Company, located at 250 West 34th Street, Floor 58th, New York, NY 10119, the U.S. Tel: +1 347 759 4143; Email: di.ban@bandilaw.com.

Experts

The financial statements of the Company as of July 31, 2026 and for the period from May 31, 2026 through July 31, 2026 are intended to be accompanied by the report of Zhang Jun Xia, independent auditor, Hong Kong. The signed auditor's report will be inserted into this Offering Statement upon receipt.

Where You Can Find More Information

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement.

Following qualification of the Offering Statement, we will be subject to the ongoing reporting requirements of Tier 2 of Regulation A. Those requirements consist of an annual report on Form 1-K, a semiannual report on Form 1-SA, current reports on Form 1-U and, if and when we are eligible and elect to suspend our Regulation A reporting obligations, an exit report on Form 1-Z.

Neither the completion of this Offering nor the filing of reports under Regulation A will make us subject to the periodic and current reporting requirements of the Securities Exchange Act of 1934. We would become subject to those requirements only if we separately register a class of securities under Section 12 of the Exchange Act or otherwise become subject to Section 15(d) of the Exchange Act. Unless and until that occurs, we will not file proxy statements with the Commission, and our officers, directors and principal shareholders will not be subject to the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act.

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The Commission maintains an Internet website that contains reports and other information about issuers, including us, that file electronically with the Commission. The address of that site is www.sec.gov.

SIGNATURES:

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of California on August 12, 2026.

Destiny GSG Inc.

_______________________

By: LEE Hok Nin

Director,

CEO, CFO

Dated: August 12, 2026

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

_______________________

By:

Director, LEE Hok Nin

CEO, CFO

Dated: August 12, 2026

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge, and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

_______________________

By: LEE Hok Nin

Director,

CEO, CFO

Dated: August 12, 2026

Part II, F/S. Financial Statements (Audited)

Independent Auditor's Report

To the Board of Directors and Stockholders of Destiny GSG Inc.

Opinion on the Financial Statements

I have audited the accompanying balance sheet of Destiny GSG Inc. (the "Company") as of July 31, 2026, and the related statement of operations, changes in stockholders' equity and cash flows for the period from May 31, 2026 (date of incorporation) to July 31, 2026, and the related notes (collectively referred to as the "financial statements"). In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026, and the results of its operations and its cash flows for the period from May 31, 2026 to July 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

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The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and its ability to continue as a going concern is dependent upon obtaining adequate capital and additional financing. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

I conducted my audit in accordance with auditing standards generally accepted in the United States of America (GAAS). My responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. I am required to be independent of the Company and to meet my other ethical responsibilities, in accordance with the relevant ethical requirements relating to my audit. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Responsibilities of Management for the Financial Statements

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

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for within one year after the date of the financial statements are issued.

Auditor's Responsibilities for the Audit of the Financial Statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes my opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, I:

Exercise professional judgment and maintain professional skepticism through the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in my judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for within one year after the date of the financial statements are issued.

I am required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that I identified during the audit.

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I have served as the Company's auditor since May 31, 2026.

Signature: /s/ Zhang Jun Xia

Name: Zhang Jun Xia

Hong Kong

August 12, 2026

Destiny GSG Inc.

Financial Statements (Audited)

Destiny GSG Inc. Balance Sheet July 31, 2026 (all Amounts in USD)
Assets
Current Assets
Cash and Cash Equivalents	330
Accounts Receivable	0
Total Current Assets	330
Total Assets	330
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Related Party Loans	0
Total Current Liabilities	0
Total Liabilities	0
Stockholder's Equity
Common stock, par value $0.0001; 1,000,000,000 shares authorized, 50,000,000 shares issued and outstanding, all issued shares are common shares.	5,000
Retained (deficit)	-4,670
Total Stockholder's Equity	330
Total Liabilities and Stockholder's Equity	330

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

F-1

Destiny GSG Inc. Statement of Operations (all Amounts in USD)
	From May 31, 2026 (Inception) to July 31, 2026
REVENUES	0-
Cost of Goods Sold	0-
Gross Profit	0-
Operating Expenses
General And Administrative Expenses	4,670
Total Operating Expenses	4,670
Net Income (Loss) From Operations	-4,670
Provision For Income Taxes	-
Net Income (Loss)	-4,670
Net Loss Per Share: Basic And Diluted	-0.0000934
Weighted Average Number Of Shares Outstanding: Basic And Diluted	50,000,000

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

F-2

Destiny GSG Inc.

Audited Statements of Changes in Stockholders' Equity

(From May 31, 2026 (Inception)

to July 31, 2026)

(Amounts in USD)

	Common Stock	Additional Paid-in Capital	Retained Deficit	Total Stockholders' Equity
	Shares	Amount
Inception, May 31, 2026	-	$	$	$	$
Shares issued for cash at $0.0001 per share on May 31, 2026	50,000,000	5,000	-	-	5,000
Net loss for the period ended July 31, 2026	-	-	-	-4,670	-4,670
Balance, July 31, 2026	50,000,000	5,000	-	-4,670	330

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

F-3

Destiny GSG Inc.

Statement of Cash Flows (Amounts in USD)

	From May 31, 2026 (Inception) To July 31, 2026
Cash Flows From Operating Activities
Net Loss For The Period	-4,670
Adjustments To Reconcile Net Loss To Net Cash (Used In) Operating Activities	-
Cash Flows Used In Operating Activities	-4,670
Cash Flows From Investing Activities	-
Purchase Of Fixed Assets	-
Cash Flows Used In Investing Activities	-
Cash Flows From Financing Activities
Proceeds From Sale of Common Stock	5,000
Related Party Loans	0
Net Cash Provided By Financing Activities	5,000
Net Increase In Cash	330
Cash, Beginning of Period	-
Cash, End of Period	330
Supplemental Cash Flow Information:
Interest paid	0
Income taxes paid	0

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

F-4

Destiny GSG Inc.

Notes to the Audited Financial Statements Dated July 31, 2026

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Destiny GSG Inc. ("the Company") was incorporated in the State of California on May 31, 2026 under the name Cheung Siu Chung, and changed its corporate name to Destiny GSG Inc. pursuant to a Certificate of Amendment to its Articles of Incorporation filed with the California Secretary of State on May 31, 2026. The Company has minimal operations currently. The Company's principal business consists of commodities trading such as gold, tungsten, etc.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-5

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NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the estimates and assumptions, and such differences could be material.

Use of Estimates

In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the estimates and assumptions, and such differences could be material.

Fair Value of Financial Instruments

ASC Topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash approximates its fair value due to its short-term nature.

F-6

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Since inception to July 31, 2026, the Company has generated no revenue.

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Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 "Earnings per Share". Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from May 31, 2026 (inception) to July 31, 2026 there were no potentially dilutive debt or equity instruments issued or outstanding.

Comprehensive Income

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the period from May 31, 2026 (inception) to July 31, 2026 were no differences between our comprehensive loss and net loss.

F-7

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.

NOTE 4 - LOAN FROM DIRECTOR

As of July 31, 2026, the Company had no loan from its director.

NOTE 5 - COMMON STOCK

The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share.

On May 31, 2026, the Company issued 50,000,000 shares of common stock to Kingdom H Marketing Limited for cash proceeds of $5,000 at a par value of $0.0001 per share.

There were 50,000,000 shares of common stock issued and outstanding as of July 31, 2026 and as of the date of this Offering Circular.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Our director LEE Hok Nin has agreed to provide the principal office located at 1968 S. Coast Hwy, #2854, Laguna Beach, CA 92651 to the Company for our office use free of charge for a period of 18 months. LEE Hok Nin has agreed in writing to loan the Company funds for an amount not exceeding $80,000.00 to: (i) complete this offering, and (ii) proceed with our operations within the next 12 months, if offering proceeds are less than registration costs and to support the development and operation within the next 12 months.

F-8

NOTE 7 - INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10- 65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. As of July 31, 2026, the Company had net operating loss carry forwards of approximately $(4,670) that may be available to reduce future years' taxable income in varying amounts. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

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The valuation allowance at July 31, 2026 was approximately $4,670. The net change in valuation allowance during the period from May 31, 2026 (inception) to July 31, 2026 was $4,670. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income 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 income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2026. All tax years since inception remains open for examination by taxing authorities.

The provision for Federal income tax consists of the following:

	From May 31, 2026 (inception) to July 31, 2026
Non-current deferred tax assets:
Net operating loss carry forward	$ (4,670)
Valuation allowance	$ 4,670
Net deferred tax assets	$ -

NOTE 8 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to July 31, 2026 to the date of the filing, August 12, 2026, and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-9

Part III - Exhibits

Part III, Item 16 - 17. Index to Exhibits & Description of Exhibits

Exhibit No.	Description	Herewith	Filing Type	Date
1A-2A	Articles of Incorporation, as amended		Form 1-A
1A-2B	Bylaws		Form 1-A
1A-4	Subscription Agreement		Form 1-A
1A-11	Consent of Independent Auditor		Form 1-A

Signatures

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Destiny GSG Inc.

_______________________

By: LEE Hok Nin

Director,

CEO, CFO

Dated: August 12, 2026

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

_______________________

By: LEE Hok Nin

Director,

CEO, CFO

Dated: August 12, 2026

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge, and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

_______________________

By: LEE Hok Nin

Director,

CEO, CFO

Dated: August 12, 2026

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EX1A-1 UNDR AGMT 3 destinygsg-undertaking.htm UNDERTAKING LETTER Destiny GSG Inc. - Undertaking Letter

DESTINY GSG INC.

1968 S. Coast Hwy, #2854, Laguna Beach, California 92651

Telephone: (917) 985 7989

August 12, 2026

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Destiny GSG Inc. -- Offering Statement on Form 1-A

Regulation A, Tier 2 -- Undertakings of the Issuer

Ladies and Gentlemen:

Destiny GSG Inc., a corporation organized under the laws of the State of California (the "Company"), has filed with the United States Securities and Exchange Commission (the "Commission") an offering statement on Form 1-A (the "Offering Statement") relating to the offer and sale of up to 10,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), at a price of $0.10 per Share, for a maximum aggregate offering amount of $1,000,000.00, pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the "Securities Act").

In connection with the Offering Statement, and in consideration of the qualification thereof by the Commission, the Company hereby irrevocably undertakes as follows:

Delivery of the Offering Circular. The Company undertakes to comply with Rule 251(d)(2) of Regulation A, and, in connection with each sale of Shares, to deliver or cause to be delivered to each purchaser, no later than two business days after completion of the sale, a copy of the final offering circular or a notice complying with Rule 251(d)(2)(ii) containing the uniform resource locator at which the final offering circular may be obtained on the Commission's Electronic Data Gathering, Analysis and Retrieval system.

Preliminary Offering Circular Delivery. Where the Company or any person acting on its behalf accepts an offer to purchase Shares from a prospective purchaser to whom a preliminary offering circular was furnished, the Company undertakes to comply with the delivery requirements of Rule 251(d)(2)(i)(B) with respect to such purchaser.

Offering Circular Supplements. The Company undertakes to file offering circular supplements pursuant to Rule 253(g) of Regulation A within the times and in the circumstances prescribed by that rule, including in respect of any information constituting a substantive change from or addition to the information set forth in the last offering circular filed with the Commission.

Post-Qualification Amendments. The Company undertakes to file a post-qualification amendment to the Offering Statement pursuant to Rule 252(f)(2) of Regulation A (a) to include any financial statements required by Part F/S of Form 1-A at the time of such amendment, and (b) to reflect in the offering circular any facts or events arising after the qualification date, or the most recent post-qualification amendment thereof, which individually or in the aggregate represent a fundamental change in the information set forth in the Offering Statement.

Continuous Offering. The Shares are being offered on a continuous basis pursuant to Rule 251(d)(3) of Regulation A. The Company undertakes that the offering will terminate upon the earliest of (a) the sale of all Shares offered, (b) the close of business on the day that is 365 days from the date of qualification of the Offering Statement by the Commission, unless extended by the Company in accordance with Regulation A, and (c) the withdrawal or termination of the offering by the Company in its sole discretion, and that the Company will not sell Shares pursuant to the Offering Statement after the expiration of the period permitted by Rule 251(d)(3).

Ongoing Reporting Obligations. The Company undertakes to file with the Commission, for so long as it is required to do so by Rule 257(b) of Regulation A, (a) annual reports on Form 1-K within 120 calendar days after the end of each fiscal year, (b) semiannual reports on Form 1-SA within 90 calendar days after the end of each semiannual period, (c) current reports on Form 1-U within four business days of the occurrence of any reportable event, and (d) where applicable, an exit report on Form 1-Z. The Company's fiscal year ends on July 31.

Solicitation Materials. The Company undertakes that any written communication used to solicit indications of interest in the Shares will comply with Rule 255 of Regulation A, and that any solicitation of interest materials used after the public filing of the Offering Statement will be submitted to the Commission as required by Rule 255(b).

No Escrow; Direct Receipt of Funds. The Company confirms that no escrow account has been established in connection with the offering, that there is no minimum offering amount, that subscription funds will be delivered directly to the Company, and that the Company will not accept subscription funds prior to qualification of the Offering Statement by the Commission. Subscriptions that are rejected in whole or in part will be returned to the subscriber, without interest and without deduction, promptly following rejection.

Qualified Purchaser Requirements. The Company undertakes to sell the Shares only to persons who satisfy the "qualified purchaser" requirements of Rule 251(d)(2)(i)(C) of Regulation A, and to obtain from each purchaser who is not an accredited investor a written representation that the aggregate purchase price paid by such purchaser does not exceed the applicable ten percent limitation prescribed by that rule.

10.

Rule 262 Inquiry. The Company undertakes to exercise reasonable care in conducting a factual inquiry to determine whether any person specified in Rule 262(a) of Regulation A is subject to a disqualifying event described in that rule, to disclose to investors any matter that would have constituted a disqualifying event but for its having occurred before June 19, 2015, and to cease sales pursuant to the Offering Statement upon becoming aware of any disqualifying event that would preclude reliance on Regulation A.

11.

Supplemental Information. The Company undertakes to furnish to the staff of the Commission, upon request and on a supplemental basis, such further information as the staff may reasonably require in connection with its review of the Offering Statement, including any information relating to the offering, the Company's officers, directors and principal shareholder, and the Company's financial statements.

12.

Books and Records. The Company undertakes to maintain and preserve the books, records and other documents relating to the offering, including subscription agreements, investor certifications and records of the delivery of the offering circular, for such period as may be required by applicable law and to make such records available to the Commission upon request.

13.

Indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the Company's Bylaws or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

14.

Acknowledgment. The Company acknowledges that (a) the Company is responsible for the adequacy and accuracy of the disclosure in the Offering Statement; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Offering Statement; and (c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This letter is furnished by the Company for the benefit of the Commission and its staff in connection with their review of the Offering Statement. The undertakings set forth herein are given by the Company as of the date first written above and shall remain in effect for so long as the Offering Statement remains qualified and, in the case of the undertakings set forth in paragraphs 6 and 12, for so long as the corresponding obligations under Regulation A continue.

Very truly yours,

DESTINY GSG INC.

By: LEE Hok Nin

Director, Chief Executive Officer and Chief Financial Officer

Dated: August 12, 2026

cc: Di Ban, Esq., Bandi & Associates PLLC, 250 West 34th Street, Floor 58, New York, NY 10119

EX1A-2A CHARTER 4 articles.htm CONSENT OF INDEPENDENT AUDITOR ARTICLES OF INCORPORATION California Secretary of State filing header

Corporation Name Corporation Name	Cheung Siu Chung
Initial Street Address of Principal Office of Corporation Principal Address	1968 SOUTH COAST HIGHWAY, #2854 LAGUNA BEACH, CA 92651
Initial Mailing Address of Corporation Mailing Address Attention	1968 S. COAST HWY, #2854 LAGUNA BEACH, CA 92651
Agent for Service of Process Agent Name Agent Address	Jiang Jing 1968 SOUTH COAST HIGHWAY, #2854 LAGUNA BEACH, CA 92651
Shares The total number of shares the corporation is authorized to issue is: 1,000,000,000 Does the corporation have more than one class or series of shares? No
Purpose Statement The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
Additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this filing.
Electronic Signature By checking this box, I acknowledge that I am electronically signing this document as the incorporator of the Corporation and that all information is true and correct. Cheung Siu Chung 05/24/2026 ______________________________ ______________________________ Incorporator Signature Date

B4705-8648 05/24/2026 2:23 AM Received by California Secretary of State

ADD EXHB 5 amendment.htm CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT California Secretary of State filing header

Corporation Details
Corporation Name
Entity No.

Cheung Siu Chung
B20260245260

Amendment Details

Article Corporation Name of the Articles of Incorporation is amended to read:

Corporation Name

Destiny GSG Inc.

Approval Statements

Approval Statements
1) The Board of Directors has approved the amendment of the Articles of Incorporation.
2) Share approval was not required because the corporation has no outstanding shares.

Signatures

  We declare under penalty of perjury under the laws of the State of California that the matters set forth herein are true and correct of our own knowledge.

President/Chief Executive Officer        /Cheung Siu Chung/        05/31/2026
______________________________    ________________________    ____________________
Officer Title                                    Officer Signature                     Date

Secretary                                          /Cheung Siu Chung/        05/31/2026
______________________________    ________________________    ____________________
Officer Title                                    Officer Signature                     Date

Treasurer                                         /Cheung Siu Chung/        05/31/2026
______________________________    ________________________    ____________________
Officer Title                                    Officer Signature                     Date

B4725-3444 05/31/2026 5:59 PM Received by California Secretary of State

EX1A-2B BYLAWS 6 destinygsg-bylaws.htm BYLAWS Destiny GSG Inc. - Bylaws

BYLAWS

DESTINY GSG INC.

a California corporation

(Entity No. B20260245260)

Adopted effective [__________], 2026

ARTICLE 1 -- OFFICES

1.1

Principal Executive Office. The principal executive office of Destiny GSG Inc. (the "Corporation") is located at 1968 S. Coast Hwy, #2854, Laguna Beach, California 92651. The Board of Directors (the "Board") may change the location of the principal executive office from time to time, and any such change shall not constitute an amendment of these Bylaws.

1.2

Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

1.3

Agent for Service of Process. The Corporation shall continuously maintain in the State of California an agent for service of process as required by Section 1502 of the California General Corporation Law (the "CGCL"). As of the adoption of these Bylaws, the agent for service of process is Jiang Jing, 1968 South Coast Highway, #2854, Laguna Beach, California 92651.

ARTICLE 2 -- SHAREHOLDERS

2.1

Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board. In the absence of a designation, shareholders' meetings shall be held at the principal executive office of the Corporation. Subject to Section 2.13, a meeting may be conducted, in whole or in part, by electronic transmission or electronic video screen communication.

2.2

Annual Meeting. An annual meeting of shareholders shall be held on such date and at such time as the Board may designate. At the annual meeting, directors shall be elected and any other proper business may be transacted. If the Corporation fails to hold an annual meeting for a period of sixty (60) days after the date designated therefor, or, if no date has been designated, for a period of fifteen (15) months after the organization of the Corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder, as provided in Section 600(c) of the CGCL.

2.3

Special Meetings. A special meeting of shareholders may be called at any time by the Board, the Chairman of the Board, the President or Chief Executive Officer, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. A request for a special meeting by a shareholder shall be delivered in the manner, and shall be acted upon within the time, prescribed by Section 600(d) of the CGCL.

2.4

Notice of Meetings. Written notice of each annual or special meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. The notice shall state the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of an annual meeting, those matters which the Board, at the time of giving the notice, intends to present for action by the shareholders. The notice shall also state the matters specified in Section 601(a) of the CGCL, including the names of nominees intended at the time of the notice to be presented by the Board for election.

2.5

Manner of Giving Notice; Affidavit. Notice of a shareholders' meeting shall be given personally, by first-class mail, by electronic transmission by the Corporation in accordance with Section 20 of the CGCL, or by other written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for purposes of notice. Notice shall be deemed given at the time it is delivered personally, deposited in the mail, or sent by other means of written communication. An affidavit of mailing or other authorized transmission executed by the Secretary, Assistant Secretary or transfer agent of the Corporation shall be prima facie evidence of the giving of the notice.

2.6

Quorum. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum for the transaction of business at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

2.7

Adjourned Meeting; Notice. Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented at that meeting. When a meeting is adjourned for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting.

2.8

Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with Section 2.10. Except as otherwise provided in the Articles of Incorporation or required by law, each outstanding share is entitled to one (1) vote on each matter submitted to a vote of shareholders. Voting may be by voice vote or by ballot, except that any election of directors must be by ballot if demanded by any shareholder before the voting begins. Except as provided in Section 2.9 with respect to the election of directors, and except as otherwise required by the CGCL, the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders.

2.9

Election of Directors; Cumulative Voting. At each election of directors, every shareholder entitled to vote may cumulate that shareholder's votes in the manner provided by Section 708 of the CGCL, provided that the candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting, prior to the commencement of voting, of that shareholder's intention to cumulate votes. If any one shareholder has given such notice, all shareholders may cumulate their votes. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, are elected. Votes against a director and votes withheld shall have no legal effect. This Section 2.9 shall cease to apply if and for so long as the Corporation is a "listed corporation" within the meaning of Section 301.5 of the CGCL and has eliminated cumulative voting in the manner permitted by that section.

2.10

Record Date. For purposes of determining the shareholders entitled to notice of or to vote at any meeting, to give consent to corporate action in writing without a meeting, to receive payment of any dividend or other distribution, or to exercise any right in respect of any other lawful action, the Board may fix in advance a record date that is not more than sixty (60) days nor less than ten (10) days before the date of the meeting, and not more than sixty (60) days before any other action. If no record date is fixed, the record date shall be determined in accordance with Section 701(b) of the CGCL.

2.11

Proxies. Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to those shares. A proxy shall be in writing, or transmitted by electronic transmission consistent with Sections 20 and 178 of the CGCL, and shall be executed by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy remains in full force until revoked by the person executing it in the manner permitted by Section 705 of the CGCL, provided that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy.

2.12

Action Without a Meeting. Any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors, except that a vacancy on the Board not created by removal may be filled by the written consent of a majority of the outstanding shares entitled to vote. Notice of any shareholder approval obtained without a meeting shall be given as required by Section 603(b) of the CGCL.

2.13

Participation by Electronic Means. Shareholders not physically present at a meeting may participate in the meeting, and shall be deemed present in person and may vote at the meeting, by electronic transmission by and to the Corporation or by electronic video screen communication, subject to the conditions and consents required by Section 600(e) of the CGCL.

2.14

Waiver of Notice or Consent. The transactions of any meeting of shareholders, however called and noticed and wherever held, are as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes. Attendance at a meeting shall constitute a waiver of notice except as provided in Section 601(e) of the CGCL.

2.15

Inspectors of Election. Before any meeting of shareholders, the Board may appoint one (1) or three (3) inspectors of election to act at the meeting. If no inspectors are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors at the meeting. Inspectors shall have the duties prescribed by Section 707 of the CGCL.

ARTICLE 3 -- DIRECTORS

3.1

Powers. Subject to the provisions of the CGCL and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

3.2

Number of Directors. The authorized number of directors of the Corporation shall be one (1) until changed by an amendment of the Articles of Incorporation or by a bylaw amending this Section 3.2 duly adopted by the shareholders. A bylaw or amendment of the Articles of Incorporation reducing the authorized number of directors to a number less than five (5) may not be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote. Any change from a fixed number of directors to a variable number, or from a variable number to a fixed number, shall require approval of the outstanding shares as provided in Section 212(a) of the CGCL.

3.3

Election and Term of Office. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

3.4

Vacancies. A vacancy on the Board shall be deemed to exist in the circumstances described in Section 305 of the CGCL, including where an incumbent director dies, resigns or is removed, where the authorized number of directors is increased, or where the shareholders fail to elect the full authorized number of directors. Except for a vacancy created by the removal of a director, vacancies may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by the unanimous written consent of the directors then in office, by the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice, or by a sole remaining director. A vacancy created by the removal of a director may be filled only by the approval of the shareholders. The shareholders may elect a director at any time to fill any vacancy not filled by the Board.

3.5

Removal. Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares, subject to the limitations of Section 303(a)(1) of the CGCL relating to cumulative voting. The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

3.6

Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board, unless the notice specifies a later effective time. Unless the Corporation has only one director, no director may resign if the Corporation would then be left without a duly elected director in charge of its affairs, except upon notice to the California Attorney General in the circumstances described in Section 305(d) of the CGCL.

3.7

Place and Manner of Meetings. Regular and special meetings of the Board may be held at any place within or outside the State of California that has been designated by the Board or, in the absence of a designation, at the principal executive office of the Corporation. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication or other communications equipment, subject to the conditions of Section 307(a)(6) of the CGCL, and such participation shall constitute presence in person at that meeting.

3.8

Regular Meetings. Regular meetings of the Board may be held without notice at such times as the Board may fix from time to time.

3.9

Special Meetings; Notice. Special meetings of the Board may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally, by telephone (including a voice messaging system), by electronic transmission, or by first-class mail. Notice sent by first-class mail shall be deposited in the mail at least four (4) days before the time of the meeting; notice given personally, by telephone or by electronic transmission shall be delivered at least forty-eight (48) hours before the time of the meeting. The notice need not specify the purpose of the meeting.

3.10

Quorum; Action. A majority of the authorized number of directors constitutes a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board, subject to Sections 310 and 317(e) of the CGCL. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. For so long as the authorized number of directors is one (1), that director shall constitute a quorum and shall act by written resolution or consent.

3.11

Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing or by electronic transmission to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board, and shall be filed with the minutes of the proceedings of the Board.

3.12

Adjournment; Notice. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

3.13

Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice prior thereto or at its commencement.

3.14

Fees and Compensation. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board. Nothing herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation for those services.

3.15

Committees. The Board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board. Any such committee shall have all the authority of the Board except with respect to the matters reserved to the Board by Section 311 of the CGCL.

3.16

Standard of Care. Each director shall perform the duties of a director in good faith, in a manner that director believes to be in the best interests of the Corporation and its shareholders, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, in accordance with Section 309 of the CGCL.

3.17

Interested Director Transactions. No contract or other transaction between the Corporation and any of its directors, or between the Corporation and any corporation, firm or association in which one or more of its directors has a material financial interest, is void or voidable because such director or directors are present at the meeting of the Board or a committee thereof that authorizes, approves or ratifies the contract or transaction, if the requirements of Section 310 of the CGCL are satisfied.

ARTICLE 4 -- OFFICERS

4.1

Officers. The officers of the Corporation shall be a President or Chief Executive Officer, a Secretary and a Chief Financial Officer (who may also be designated Treasurer). The Corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with Section 4.3. Any number of offices may be held by the same person.

4.2

Election of Officers. The officers of the Corporation, except those appointed in accordance with Section 4.3, shall be chosen by the Board, and each shall serve at the pleasure of the Board, subject to the rights of any officer under any contract of employment.

4.3

Subordinate Officers. The Board may appoint, and may empower the President or Chief Executive Officer to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

4.4

Removal and Resignation. Subject to the rights of any officer under any contract of employment, any officer may be removed, with or without cause, by the Board at any regular or special meeting, or, except in the case of an officer chosen by the Board, by any officer upon whom the power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Corporation, without prejudice to the rights of the Corporation under any contract to which the officer is a party.

4.5

Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office.

4.6

Chief Executive Officer. Subject to such supervisory powers as may be given by the Board to the Chairman of the Board, the Chief Executive Officer shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation, and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation.

4.7

Secretary. The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation, a book of minutes of all meetings and actions of the shareholders, the Board and committees of the Board, and shall keep, or cause to be kept, a share register or a duplicate share register showing the information required by Section 1500 of the CGCL. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board required by these Bylaws or by law.

4.8

Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board, and shall render to the Chief Executive Officer and the Board, upon request, an account of all transactions and of the financial condition of the Corporation.

ARTICLE 5 -- INDEMNIFICATION

5.1

Indemnification of Agents. The Corporation shall, to the maximum extent permitted by Section 317 of the CGCL and other applicable provisions of the CGCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Article 5, "agent," "proceeding" and "expenses" have the meanings given to those terms in Section 317(a) of the CGCL.

5.2

Advancement of Expenses. Expenses incurred by an agent in defending any proceeding may be advanced by the Corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it is ultimately determined that the agent is not entitled to be indemnified, as authorized by Section 317(f) of the CGCL.

5.3

Limitations. No indemnification or advance shall be made under this Article 5, except as provided in Section 317(d) or Section 317(e)(3) of the CGCL, in any circumstance where it appears (a) that the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding, which prohibits or otherwise limits indemnification, or (b) that the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. Nothing in this Article 5 shall authorize indemnification in respect of any matter for which indemnification is prohibited by Section 317(b), 317(c) or 204(a)(10) of the CGCL.

5.4

Insurance. The Corporation may purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against that liability under this Article 5, subject to the limitations of Section 317(i) of the CGCL.

5.5

Non-Exclusivity; Survival. The rights conferred by this Article 5 shall not be exclusive of any other rights to which an agent may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise, to the extent permitted by Section 317(g) of the CGCL, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors and administrators of that person.

5.6

Securities Act Limitation. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ARTICLE 6 -- SHARES AND SHARE CERTIFICATES

6.1

Certificates for Shares. The Corporation may issue shares in certificated or uncertificated form. Certificates for shares, if issued, shall be signed in the name of the Corporation by the Chairman of the Board, the President or a Vice President and by the Chief Financial Officer, the Secretary or an Assistant Secretary, and shall state the matters required by Sections 416 and 417 of the CGCL. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner a written statement of the information required by Section 416(c) of the CGCL.

6.2

Transfer Agent and Registrar. The Board may appoint one or more transfer agents or transfer clerks and one or more registrars. Until such an appointment is made, the Secretary shall maintain the share register of the Corporation and shall record all issuances and transfers of shares. As of the adoption of these Bylaws, the Corporation has not engaged a transfer agent or registrar.

6.3

Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation only upon surrender of the certificate representing such shares duly endorsed or accompanied by a duly executed instrument of transfer, or, in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered owner, and in each case upon compliance with any applicable restrictions on transfer, with the Securities Act and applicable state securities laws, and with such reasonable evidence of authority and of compliance as the Corporation may require.

6.4

Restrictive Legends. Any shares of the Corporation that constitute "restricted securities" within the meaning of Rule 144 under the Securities Act, and any shares subject to contractual or other restrictions on transfer, shall bear such restrictive legends, or shall be subject to such stop transfer instructions and notations in the share register, as the Corporation determines to be appropriate. Shares sold in a transaction qualified under Regulation A that are not restricted securities shall not be required to bear a restrictive legend under this Section 6.4.

6.5

Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any certificate alleged to have been lost, stolen or destroyed, upon receipt of an affidavit of that fact and, in the discretion of the Board, upon delivery of a bond or other adequate security sufficient to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction.

6.6

Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by the laws of the State of California.

ARTICLE 7 -- RECORDS AND REPORTS

7.1

Maintenance of Records. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar if one is appointed, a record of its shareholders showing the names and addresses of all shareholders and the number and class of shares held by each. The Corporation shall also keep adequate and correct books and records of account and minutes of the proceedings of its shareholders, Board and committees of the Board, as required by Section 1500 of the CGCL.

7.2

Inspection Rights. The share register, accounting books and records, and minutes of proceedings of the shareholders, the Board and committees of the Board shall be open to inspection by shareholders and directors to the extent, and subject to the conditions, provided in Sections 1600 through 1602 of the CGCL.

7.3

Annual Report to Shareholders. The annual report to shareholders referred to in Section 1501 of the CGCL is expressly waived for so long as the Corporation has fewer than one hundred (100) holders of record of its shares, as permitted by Section 1501(a)(1) of the CGCL. At any time when the Corporation has one hundred (100) or more holders of record, an annual report complying with Section 1501 shall be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year. Nothing in this Section 7.3 limits the obligation of the Corporation to furnish the financial statements required by Section 1501(c) of the CGCL upon a qualifying shareholder request.

7.4

Reports Under Regulation A. For so long as the Corporation is required to file ongoing reports pursuant to Rule 257(b) of Regulation A under the Securities Act, the Corporation shall file with the Securities and Exchange Commission the annual reports on Form 1-K, semiannual reports on Form 1-SA, current reports on Form 1-U and, when applicable, the exit report on Form 1-Z, in each case within the periods prescribed by Rule 257. The officers of the Corporation are authorized and directed to take all action necessary to effect such filings.

ARTICLE 8 -- GENERAL PROVISIONS

8.1

Fiscal Year. The fiscal year of the Corporation shall end on July 31 of each year, unless otherwise fixed by resolution of the Board.

8.2

Execution of Instruments. The Board may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Unless so authorized, no officer, agent or employee shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

8.3

Checks and Drafts. All checks, drafts and other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as the Board shall determine from time to time.

8.4

Corporate Seal. The Corporation shall not be required to have a corporate seal. If a seal is adopted by the Board, its use shall not be required for the validity of any instrument executed on behalf of the Corporation.

8.5

Representation of Shares of Other Entities. The Chairman of the Board, the President or Chief Executive Officer, or any other person authorized by the Board, is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares or other equity interests of any other entity standing in the name of the Corporation.

8.6

Governing Law; Forum. These Bylaws and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of California. Unless the Corporation consents in writing to the selection of an alternative forum, the state courts located in the State of California (or, if no state court located in the State of California has jurisdiction, the federal district court for the district in which the principal executive office of the Corporation is located) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer or other agent of the Corporation to the Corporation or its shareholders, (c) any action asserting a claim arising pursuant to any provision of the CGCL, the Articles of Incorporation or these Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine. This Section 8.6 does not apply to any claim arising under the Securities Act or the Securities Exchange Act of 1934, as amended, or to any other claim for which the federal courts have exclusive jurisdiction, and does not operate as a waiver of compliance with any provision of the federal securities laws or the rules and regulations thereunder.

8.7

Amendment. These Bylaws may be adopted, amended or repealed by the approval of the outstanding shares. Subject to the rights of the shareholders to adopt, amend or repeal bylaws, and except as otherwise provided by the CGCL, these Bylaws may also be adopted, amended or repealed by the Board, other than a bylaw or amendment thereof specifying or changing a fixed number of directors, the maximum or minimum number of directors, or changing from a fixed to a variable board or vice versa, which action may be taken only by approval of the outstanding shares.

8.8

Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the CGCL shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

8.9

Severability. If any provision of these Bylaws, or its application to any person or circumstance, is held invalid or unenforceable, the remainder of these Bylaws and the application of that provision to other persons or circumstances shall not be affected thereby.

CERTIFICATE OF SECRETARY

The undersigned, being the duly appointed Secretary of Destiny GSG Inc., a California corporation (the "Corporation"), hereby certifies that the foregoing Bylaws, comprising Articles 1 through 8, were duly adopted as the Bylaws of the Corporation by the Board of Directors of the Corporation effective as of [__________], 2026, and that the same have not been amended, modified or rescinded and remain in full force and effect as of the date set forth below.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

LEE Hok Nin

Secretary

Destiny GSG Inc.

Dated: [__________], 2026

EX1A-4 SUBS AGMT 7 destinygsg-subscription.htm SUBSCRIPTION AGREEMENT Destiny GSG Inc. - Subscription Agreement

SUBSCRIPTION AGREEMENT

DESTINY GSG INC.

a California corporation

10,000,000 Shares of Common Stock at $0.10 per Share

Minimum Investment: $1,000.00 | Maximum Offering Amount: $1,000,000.00

Offered pursuant to Regulation A, Tier 2, under the Securities Act of 1933, as amended

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION A PROMULGATED UNDER SECTION 3(b) OF THE SECURITIES ACT. AN OFFERING STATEMENT ON FORM 1-A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). THE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE.

NO ESCROW ACCOUNT HAS BEEN ESTABLISHED FOR THIS OFFERING. SUBSCRIPTION FUNDS WILL BE DELIVERED DIRECTLY TO THE COMPANY AND, UPON ACCEPTANCE OF A SUBSCRIPTION, WILL BE AVAILABLE FOR IMMEDIATE USE BY THE COMPANY. THERE IS NO MINIMUM OFFERING AMOUNT AND NO MINIMUM NUMBER OF SHARES THAT MUST BE SOLD. SUBSCRIBERS WHOSE SUBSCRIPTIONS ARE ACCEPTED HAVE NO RIGHT TO A RETURN OF THEIR FUNDS.

INSTRUCTIONS TO SUBSCRIBERS

(a) Read the Offering Circular in its entirety, including the section entitled "Risk Factors," before completing this Subscription Agreement.

(b) Complete, date and execute the applicable signature page in Section 12 and the Investor Certification in Section 13.

(c) Deliver the executed Subscription Agreement, together with payment of the full subscription price, to the Company at the address set forth in Section 2.3. Checks shall be made payable to "Destiny GSG Inc."

(d) Retain a copy of the completed Subscription Agreement for your records. The Company will notify you in writing or electronically whether your subscription has been accepted or rejected.

ARTICLE 1 -- SUBSCRIPTION

1.1

Subscription. The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from Destiny GSG Inc., a California corporation (the "Company"), the number of shares of the Company's common stock, par value $0.0001 per share (the "Shares"), set forth on the signature page hereto, at a purchase price of $0.10 per Share (the "Purchase Price"), on the terms and subject to the conditions set forth in this Subscription Agreement (this "Agreement") and in the Company's Offering Circular forming part of the offering statement on Form 1-A qualified by the Commission (as supplemented or amended from time to time, the "Offering Circular").

1.2

Minimum Investment. The minimum subscription that will be accepted from any Subscriber is $1,000.00, representing 10,000 Shares (the "Minimum Subscription"). The Company reserves the unqualified discretionary right to accept a subscription in an amount less than the Minimum Subscription.

1.3

Maximum Offering. The aggregate offering amount is $1,000,000.00, representing 10,000,000 Shares. The Company will not accept subscriptions in excess of the aggregate offering amount. The Shares are offered on a "best efforts" basis. There is no minimum offering amount and no minimum number of Shares that must be sold as a condition to any closing.

1.4

Irrevocability. The Subscriber acknowledges that this subscription constitutes a binding offer to purchase the Shares subscribed for, and agrees that the Subscriber shall hold such offer open until the earlier of (a) acceptance or rejection of the subscription by the Company and (b) the termination of the offering, and may not withdraw or revoke this subscription in whole or in part prior thereto, except as may be required by applicable law.

ARTICLE 2 -- PAYMENT AND DELIVERY

2.1

Payment. Concurrently with the delivery of this Agreement, the Subscriber shall deliver to the Company the full amount of the Purchase Price for the Shares subscribed for, in immediately available funds, by check, wire transfer, credit or debit card, or ACH, in a form acceptable to the Company.

2.2

No Escrow. No escrow agent has been engaged in connection with the offering. Subscription funds will be delivered directly to the Company and will not be held in escrow. Upon acceptance of a subscription, funds will be available for immediate use by the Company in accordance with the section of the Offering Circular entitled "Use of Proceeds to Issuer."

2.3

Delivery. This Agreement, together with payment of the Purchase Price, shall be delivered to: LEE Hok Nin, Destiny GSG Inc., 1968 S. Coast Hwy, #2854, Laguna Beach, California 92651, Telephone: (917) 985 7989. Checks shall be made payable to "Destiny GSG Inc."

2.4

Clearance of Funds. Funds delivered by the Subscriber shall be counted toward the offering only if and when they have cleared the banking system and represent immediately available funds held by the Company prior to the termination of the offering period or, if extended, the extended offering period.

ARTICLE 3 -- ACCEPTANCE, REJECTION AND CLOSING

3.1

Acceptance or Rejection. The Company reserves the unqualified discretionary right to accept or reject any subscription, in whole or in part, for any reason or for no reason, including if the Company determines in its sole and absolute discretion that the Subscriber is not a "qualified purchaser" for purposes of Regulation A. This Agreement shall become binding upon the Company only upon acceptance by the Company as evidenced by execution of the acceptance block in Section 12.4.

3.2

Effectiveness of Acceptance. The Company's acceptance of a subscription shall be effective when an authorized representative of the Company issues to the Subscriber written or electronic notification that the subscription has been accepted.

3.3

Rejected Subscriptions. If a subscription is rejected in whole or in part, the Company shall return the subscription payment, or the rejected portion thereof, to the Subscriber without interest and without deduction, promptly following such rejection. Pending acceptance or rejection, the Subscriber shall have no rights as a shareholder of the Company.

3.4

Closings. The Company will conduct one or more closings on a rolling basis as subscription funds are received and accepted. There is no minimum number of Shares that must be sold in order for funds to be released to the Company or for the offering to hold a closing.

3.5

Issuance of Shares. Upon acceptance of a subscription and receipt of cleared funds, the Company shall issue to the Subscriber the number of Shares subscribed for and accepted, which Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable. The Company has not engaged a transfer agent or registrar. Until a transfer agent is engaged, the Shares will be recorded in the share register maintained by the Secretary of the Company, and the Company will deliver to the Subscriber a certificate or a written statement of holdings evidencing the Shares.

ARTICLE 4 -- INVESTOR ELIGIBILITY AND QUALIFIED PURCHASER STATUS

4.1

Qualified Purchaser. The Subscriber represents and warrants that the Subscriber is a "qualified purchaser" within the meaning of Regulation A, being either (a) an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, or (b) a person whose aggregate purchase price for the Shares does not exceed ten percent (10%) of the greater of the Subscriber's annual income or net worth (for natural persons, excluding the value of the Subscriber's primary residence), or ten percent (10%) of the greater of the Subscriber's annual revenue or net assets at fiscal year end (for non-natural persons), in each case calculated in accordance with Rule 251(d)(2)(i)(C) of Regulation A.

4.2

Fiduciary Accounts. In the case of a subscription for a fiduciary account, including a Keogh Plan, individual retirement account or qualified pension or profit sharing plan or trust, the eligibility standards set forth in Section 4.1 must be satisfied by the fiduciary account, by the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares.

4.3

Suitability. The Subscriber represents that the Subscriber (a) is purchasing the Shares for the Subscriber's own account and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act, and (b) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Shares without outside assistance, or that the Subscriber together with the Subscriber's purchaser representative has such knowledge and experience.

4.4

State Standards. The Subscriber acknowledges that investor suitability standards in certain states may be higher than those described in the Offering Circular and in this Agreement, and that satisfaction of the standards set forth herein does not necessarily mean that an investment in the Company is suitable for the Subscriber.

ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber represents, warrants and covenants to the Company, as of the date hereof and as of the date of acceptance of this subscription, as follows:

5.1

Authority. The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform the Subscriber's obligations hereunder. If the Subscriber is not a natural person, the Subscriber is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.

5.2

Receipt and Review of Offering Circular. The Subscriber has received, read and understands the Offering Circular, including the section entitled "Risk Factors," and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any additional information that the Company possesses or could acquire without unreasonable effort or expense.

5.3

No Reliance. The Subscriber is relying solely upon the Offering Circular and the Subscriber's own independent investigation in making the decision to subscribe for the Shares. No person has been authorized to give any information or to make any representation concerning the Company other than as contained in the Offering Circular, and the Subscriber has not relied upon any such other information or representation. The Subscriber acknowledges that the Company, its officers, directors and counsel have not provided the Subscriber with investment, legal, financial, accounting or tax advice, and that the Subscriber has consulted such advisors as the Subscriber has deemed appropriate.

5.4

Risk of Loss. The Subscriber understands that an investment in the Shares involves a high degree of risk, including the risk of loss of the entire investment; that the Company has a limited operating history and has generated no revenue; that the Company's independent auditor's report contains an explanatory paragraph regarding the Company's ability to continue as a going concern; and that the Subscriber is able to bear the economic risk of the investment, including a complete loss thereof, for an indefinite period.

5.5

No Public Market. The Subscriber understands that there is no established public trading market for the Shares, that the Company's Shares are not listed on any securities exchange, that the Company intends but is not obligated to seek quotation of the Shares on the OTCQB tier of the OTC Markets, that no assurance can be given that such quotation will be obtained, and that the Subscriber may be unable to liquidate the investment.

5.6

Dilution and Control. The Subscriber understands that the Company has 50,000,000 shares of common stock outstanding prior to the offering, all of which are held by a single shareholder; that up to 60,000,000 shares will be outstanding upon completion of the maximum offering; that the Subscriber will experience immediate and substantial dilution; and that the Subscriber will not be able to influence the management of the Company through the voting power of the Shares.

5.7

Additional Issuances. The Subscriber understands that the Board of Directors of the Company may, in its sole discretion, issue Shares under the offering for cash, promissory notes, services and/or other consideration without notice to subscribers, and that the Company will receive no cash proceeds from Shares issued for services or in fulfillment of other agreements.

5.8

Transfer Restrictions. The Subscriber understands that the Shares purchased in the offering by a person who is not an affiliate of the Company will not be "restricted securities" within the meaning of Rule 144 under the Securities Act, but that Shares held by affiliates of the Company remain subject to Rule 144 on resale, and that the Company is not, and upon completion of the offering will not become, a reporting company under the Securities Exchange Act of 1934, as amended.

5.9

Accuracy of Information. All information that the Subscriber has furnished to the Company, including the information in the Investor Certification in Section 13, is true, correct and complete as of the date hereof, and the Subscriber shall immediately notify the Company of any change in any such information occurring prior to the acceptance of this subscription.

5.10

Anti-Money Laundering and OFAC. The Subscriber represents and warrants that the Subscriber is not, nor is the Subscriber acting as an agent, representative, intermediary or nominee for, any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control of the United States Department of the Treasury, or any other list of prohibited persons maintained under applicable law. The Subscriber has complied with all applicable United States laws, regulations, directives and executive orders relating to anti-money laundering, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"). The Subscriber further represents that the funds tendered hereunder are not derived from, and this investment does not involve the proceeds of, any unlawful activity, and agrees to provide such documentation as the Company may reasonably request to verify the Subscriber's identity and the source of funds.

5.11

Non-United States Subscribers. If the Subscriber resides outside the United States, the Subscriber is solely responsible for observing the laws of any relevant territory or jurisdiction outside the United States in connection with the purchase of the Shares, including obtaining any required governmental or other consents and observing any other required legal or other formalities. The Company reserves the right to deny the purchase of the Shares by any foreign subscriber.

5.12

No Governmental Approval. The Subscriber understands that no federal or state agency has passed upon the merits or the fairness of the offering, has made any finding or determination as to the fairness of the terms of the offering for public investment, or has recommended or endorsed the Shares.

ARTICLE 6 -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Subscriber, as of the date of acceptance of this subscription, as follows:

6.1

Organization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, with corporate power and authority to own its properties and to conduct its business as described in the Offering Circular.

6.2

Authorization. The Company has full corporate power and authority to execute, deliver and perform this Agreement, and this Agreement, upon acceptance by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and by general principles of equity.

6.3

Valid Issuance. The Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and will be free of any restrictions on transfer other than restrictions arising under applicable securities laws and as described in the Offering Circular.

6.4

Qualification. The offering statement on Form 1-A of which the Offering Circular forms a part has been qualified by the Commission, and the Shares are being offered and sold in reliance upon the exemption from registration provided by Regulation A.

ARTICLE 7 -- INDEMNIFICATION

7.1

Indemnification by the Subscriber. The Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, agents and affiliates from and against any and all loss, liability, claim, damage and expense (including reasonable attorneys' fees) arising out of or based upon any breach by the Subscriber of any representation, warranty, covenant or agreement made by the Subscriber in this Agreement or in any other document furnished by the Subscriber to the Company in connection with this subscription.

7.2

Survival. The representations, warranties, covenants and indemnities contained in this Agreement shall survive the acceptance of this subscription and the issuance of the Shares.

7.3

Securities Act Limitation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Nothing in this Agreement constitutes a waiver by the Subscriber of compliance with any provision of the federal securities laws or the rules and regulations thereunder.

ARTICLE 8 -- ELECTRONIC DELIVERY AND SIGNATURE

8.1

Electronic Delivery. The Subscriber consents to the delivery by the Company of the Offering Circular, any supplement or amendment thereto, notices of acceptance or rejection, and all other documents and communications relating to the offering and to the Subscriber's investment, by electronic transmission to the electronic mail address provided by the Subscriber on the signature page hereto. The Subscriber may withdraw this consent at any time by written notice to the Company.

8.2

Electronic and Typed Signatures. This Agreement may be executed and delivered by electronic transmission, and an electronic, facsimile or typed signature shall have the same force and effect as an original manual signature. The Subscriber and the Company each authenticate, acknowledge and adopt any typed signature appearing on this Agreement as such party's own signature.

8.3

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ARTICLE 9 -- GOVERNING LAW AND FORUM

9.1

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles.

9.2

Forum. Except with respect to claims arising under the federal securities laws, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of California in respect of any dispute arising out of or relating to this Agreement or the offering, and irrevocably waives any objection to the laying of venue in such courts and any claim that any such proceeding has been brought in an inconvenient forum.

9.3

Federal Securities Claims. Section 9.2 does not apply to any claim arising under the Securities Act or the Securities Exchange Act of 1934, as amended. Section 22 of the Securities Act provides for concurrent jurisdiction of federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and Section 27 of the Exchange Act provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act. Nothing in this Agreement operates as a waiver of compliance with any provision of the federal securities laws or the rules and regulations thereunder.

ARTICLE 10 -- MISCELLANEOUS

10.1

Entire Agreement. This Agreement, together with the Offering Circular, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral, relating thereto.

10.2

Amendment and Waiver. This Agreement may be amended, modified or waived only by a written instrument executed by the Company and the Subscriber. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof.

10.3

Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned or transferred by the Subscriber without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.

10.4

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally, when sent by electronic mail to the address provided by the recipient, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, first class postage prepaid, in each case addressed to the Company at its principal executive office and to the Subscriber at the address set forth on the signature page hereto.

10.5

Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

10.6

Headings. The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

ARTICLE 11 -- SUBSCRIPTION DETAILS

Number of Shares subscribed for: ______________________ Shares

Purchase Price ($0.10 per Share): $ ______________________

Form of payment (check one): [ ] Check [ ] Wire transfer [ ] ACH [ ] Credit or debit card

ARTICLE 12 -- EXECUTION

12.1

Individual Subscriber.

Signature of Subscriber

Print Name: ___________________________________________

Residence Address: ____________________________________

City / State / ZIP: ______________________________________

Country: _______________________________________________

Telephone: ____________________ Email: __________________

Social Security or Taxpayer Identification Number: ____________

Date: __________________________

12.2

Joint Subscriber (if applicable).

Signature of Joint Subscriber

Print Name: ___________________________________________

Social Security Number: _________________________________

Form of ownership: [ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common [ ] Community Property

Date: __________________________

12.3

Entity Subscriber (if applicable).

Name of Entity: ________________________________________

Jurisdiction of Organization: ______________________________

Type of Entity: [ ] Corporation [ ] Limited Liability Company [ ] Partnership [ ] Trust [ ] Other: __________

Taxpayer Identification Number: ___________________________

Principal Address: ______________________________________

Telephone: ____________________ Email: __________________

Signature of Authorized Signatory

Print Name: ___________________________________________

Title: _________________________________________________

Date: __________________________

12.4

Acceptance by the Company.

The foregoing subscription is hereby accepted by Destiny GSG Inc. as to ______________ Shares for an aggregate purchase price of $______________.

DESTINY GSG INC.

By: LEE Hok Nin

Title: Director, Chief Executive Officer and Chief Financial Officer

Date of Acceptance: __________________________

ARTICLE 13 -- INVESTOR CERTIFICATION

The Subscriber certifies, under penalty of perjury, that the Subscriber has reviewed the categories below and that the applicable box or boxes have been checked accurately.

Part A -- Accredited Investor Status.

[ ]	The Subscriber is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, by reason of one or more of the following (check all that apply):

[ ]	A natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000, excluding the value of the primary residence.

[ ]	A natural person with individual income in excess of $200,000, or joint income with that person's spouse or spousal equivalent in excess of $300,000, in each of the two most recent years, and a reasonable expectation of reaching the same income level in the current year.

[ ]	A natural person holding in good standing one of the professional certifications or credentials designated by the Commission as qualifying for accredited investor status.

[ ]	A corporation, partnership, limited liability company, trust or other entity, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000.

[ ]	An entity in which all of the equity owners are accredited investors.

[ ]	Another category of accredited investor under Rule 501(a) (specify): ______________________________________

Part B -- Non-Accredited Investor Limitation.

[ ]

The Subscriber is not an accredited investor, and certifies that the aggregate purchase price paid for the Shares does not exceed ten percent (10%) of the greater of the Subscriber's annual income or net worth (for a natural person, excluding the value of the primary residence), or ten percent (10%) of the greater of the Subscriber's annual revenue or net assets at fiscal year end (for a non-natural person), calculated in accordance with Rule 251(d)(2)(i)(C) of Regulation A.

Part C -- Certification.

The Subscriber certifies that the foregoing is true and correct and acknowledges that the Company is relying upon the accuracy of these certifications in determining whether the Subscriber is a "qualified purchaser" and whether to accept this subscription.

Signature of Subscriber (or Authorized Signatory)

Print Name: ___________________________________________

Date: __________________________

EX1A-11 CONSENT 8 destinygsg-consent.htm CONSENT OF INDEPENDENT AUDITOR Destiny GSG Inc. - Auditor's Consent

EXHIBIT 11.1

(Exhibit 1A-11 to Form 1-A)

INDEPENDENT AUDITOR'S CONSENT

I, Zhang Jun Xia, hereby consent to the inclusion in this Offering Statement of Destiny GSG Inc. (the "Company") on Form 1-A of my independent auditor's report(s) dated August 12, 2026, which includes an explanatory paragraph as to the Company's ability to continue as a going concern, with respect to the financial statements of Destiny GSG Inc. as of and for the period from May 31, 2026 to July 31, 2026, and the related notes to the financial statements for its Regulation A offering, which report appears in this Offering Statement.

	/s/ Zhang Jun Xia
	Name: Zhang Jun Xia
	I have served as the Company's auditor since May 31, 2026, the date of the Company's incorporation.
	August 12, 2026
	Hong Kong

EX1A-12 OPN CNSL 9 ex12-1_gsgopinion.htm LEGAL OPINION Destiny GSG Inc. - Opinion of Counsel

EXHIBIT 12.1

(Exhibit 1A-12 to Form 1-A -- Opinion re Legality)

Capital Markets & Securities Direct: +1.347.759.4143 di.ban@bandilaw.com	1 Pennsylvania Plaza, Floor 58 New York, NY 10119 Tel. +1.646.210.5559 Fax. +1.646.210.5560 www.bandilaw.com FIRM / AFFILIATE OFFICES
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August 12, 2026

Board of Directors
Destiny GSG Inc.
1968 S. Coast Hwy, #2854
Laguna Beach, California 92651

Re: Destiny GSG Inc. -- Offering Statement on Form 1-A; 10,000,000 Shares of Common Stock

Dear Sir/Madam,

We have acted, at your request, as special counsel to Destiny GSG Inc., a California corporation (the "Company"), for the purpose of rendering an opinion as to the legality of 10,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), offered by the Company at a price of $0.10 per share pursuant to a Tier 2 Offering Statement on Form 1-A filed under Regulation A of the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission (the "SEC") (the "Offering Statement").

In rendering this opinion, we have reviewed: (a) the General Corporation Law of the State of California, to the extent deemed relevant to the matters opined upon herein; (b) true copies of the Articles of Incorporation of the Company filed with the Secretary of State of the State of California on May 24, 2026 (Document No. B20260245260), and the Certificate of Amendment thereto filed with the Secretary of State of the State of California on May 31, 2026 (Document No. BA20261138865), by which the name of the Company was changed to Destiny GSG Inc.; (c) the Bylaws of the Company; (d) selected proceedings of the board of directors of the Company authorizing the issuance of the Shares; (e) certificates of officers of the Company and of public officials; and (f) such other documents and matters as we have deemed necessary and appropriate for purposes of this opinion.

We have assumed: (a) that the Offering Statement and all corresponding exhibits (collectively, the "Documents") have been duly authorized and executed; (b) that the persons executing the Documents had the legal capacity to do so; and (c) that the persons identified as officers of the Company are duly serving in such capacities and that any Shares issued pursuant to the Offering Statement will be properly authorized by the Company.

We note that the Articles of Incorporation of the Company, as amended, authorize the issuance of 1,000,000,000 shares of common stock, of which 50,000,000 shares were issued and outstanding as of the date hereof, and that the Shares are accordingly within the authorized and unissued capital stock of the Company.

Based upon and subject to the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and delivered by the Company against payment therefor as contemplated in the Offering Statement, will be validly issued, fully paid, and non-assessable.

We have not been engaged to examine, nor have we examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information contained therein or the compliance thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and we express no opinion with respect thereto. The foregoing opinion is limited solely to the General Corporation Law of the State of California, and we express no opinion as to the laws of any other jurisdiction or the federal laws of the United States, except as specifically set forth herein.

This opinion is rendered as of the date hereof, and we assume no obligation to advise you of any change in law or fact occurring after the date hereof that may affect the opinion expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our firm under the caption "Legal Matters" in the Offering Circular constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

BANDI & ASSOCIATES PLLC

/s/ Di Ban

Di Ban, Esq.
Attorney at Law
Counsel to Destiny GSG Inc.

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