Delivering A Prosperous Tomorrow JUNE 5, 2023 Mam OFFERING OF 10 MILLION COMMON SHARES $5 MILLION TOTAL OFFERING PROCEEDS USD $.50 PER SHARE, MINIMUM APPLICATION USD $5000 OR IT'S MULTIPLE “GROUT CAPITAL” BUSINESS BROKERAGE, FRANCHISING, CONSULTING EDUCATION, TECHNOLOGY, BUSINESS MIGRATION, TRADE & INVESTMENT OO ;6@=68— (OU) te Un rt Itasca) [Link]: & : EXECUTIVE TEAM Our Experienced, Competent and Dynamic team - Passionate to achieve AN Global Mission & Vision 3 & AVINASH NICHKAWDE STEVE OTOOLE OR. MEENAX! DHARIWAL MONICA BISCOVEANU aS € am €. | \ VF S&B & AKSHAY NICHKAWDE ROCKO BELL KAMAL SINGH TOMAR ERNESTO BERJON ws o J \ e SARATH GEDARA MALIKA LAMAMRA NWALI TOCHUKWU JULIA VALANDRANO = ® “iy Q - “a KAMLESH RAMANI HUONG LUU VIJAY KUMAR.B KARAN MUTNEJA '@ee si aD RIZWAN MIR LUIS DELGADO ROBERT QUIMBY CHARBEL TADROSMESSAGE FROM OUR CEO Dear Friends, Colleagues and Prospective Investors, It is my pleasure to introduce our growing AN GLOBAL family ([Link]) including our Management Team,and our unique, profitable and scalable business model. My vision as Group CEO is to make AN GLOBAL a truly global company. | am eager to share our initiatives and progress as well as our future expansion plans. AN Global's passion to serve small and medium businesses needs has motivated us to integrate their primary needs into our strategic offerings. Our goal is to support business owners throughout their life cycle, from acquisition to growth, turnaround and eventually an exit strategy to maximize the financial rewards of a well-run business. Our seven verticals offer Franchising, Business Brokerage, Consulting (Growth and Tumaround), Technology, Education, Business Migration and Trade & Investment, equipping our clients with the essential tools they need to grow a successful business. Qur global operations enable us deliver services to our clients at globally competitive prices. Our business made! is diversified, and our risks are spread for overall growth and profitability with seven verticals, integrated to upsell each other's services. We have grown by adding vertical business units, selling the franchise and Mergers and Acquisitions of related businesses. We are profitable and have no external debt. (Our “FRANCHISE MODEL" is unique as it combines “Business Brokerage & Consulting” as one package. We offer a highly profitable, scalable, low investment and low risk franchise opportunity. We are growing at a fast pace, with 5 Franchise units successfully sold in the US. Our goal is to sell 300 Franchises in the next 3 years. Spanning the globe, we have fully owned subsidiaries, offices and teams of highly experienced dynamic professionals (on § continents - the Americas, Australia, Europe, Asia, the Middle East and Africa. We currently have operations in 9 countries including United States, Canada, Mexico, Australia, UK, India, Dubai, Nigeria and Bangladesh. Our deep understanding of markets in these countries enable us to modify our services to meet the unique needs of regional clients. Through our country, regional, and local teams, we forge partnerships with local businesses, leveraging our global resources to deliver cost-competitive solutions. We view Mexico, Central and South America as a vast market for our services. Accordingly, we recently completed our initial translation of education material into Spanish to expand language clients. We are working daily on new strategies to further strengthen our presence in targeted cout where we will have a competitive advantage. Our goal is to open operations in 25 countries in the coming years. Lastly, AN Global is extremely fortunate to have a highly competent, experienced and dedicated professional management team, passionate to serve the “small & medium sized business community” on a global scale. I'm confident, our leadership team will continue to guide AN Global in our journey to deliver a prosperous tomorrow to all our stakeholders - the businesses we anchisees, our partners and our invite you to explore, participate and possibly partner with AN Global to realize your business and personal goals. There are multiple ways to become involved including as a Referral Partner, Independent Contractor, Franchisee and/or Investor. The following PPM is the next step in our journey to become a publicly traded company within a few years, by opening the door for outside investment to select investors. We are currently offering to a limited number of investors, a minimum investment of $5k USD, to participate in what we believe is truly a unique ground floor investment opportunity Alter reviewing the PPM, we look forward to further discussions, to answer any questions and help you evaluate our company. Thank You, Avinash Nichkawde Founder, Visionary & Group CEO AN GlobalThis Confidential Private Placement Memorandum together with all exhibits (the "Placement Memorandum’) relates to the offering (‘Offering") by AN Global Group Holdings LTD., a Texas corporation (the “Company’ or ‘AN Global Group Holdings LTD”), of up to 10 milion shares of common stock of the Company (individually a “Share” or collectively the "Shares"). The offering price is $0.50 USD per Share. There is no public market for the Shares currently. This Placement Memorandum is subject to amendment and supplement after the date hereof and prior to the closing of this Offering. An amendment to the Placement Memorandum may include changing the number of Shares being offered in the Offering. Any decision made with respect to an investment in the Shares offered by this Placement Memorandum should be made only after a careful review of the Placement Memorandum together with all exhibits. Unless otherwise indicated herein, the terms AN Global Group Holdings LTD, ‘the Compan us,” refer to AN Global Group Holdings LTD. “we,” “our,” ‘our business” and. The Shares are speculative securities and involve a high degree of risk. See “Risk Factors” at Page 5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (‘SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THESE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION PROVIDED BY SECTION 4(2) AND RULE 508 OF REGULATION D OF THE SECURITIES ACT AND SIMILAR AVAILABLE EXEMPTIONS UNDER THE SECURITIES LAWS OF THE STATES RELATING TO A TRANSACTION NOT INVOLVING A PUBLIC OFFERING. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THESE ‘SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITIES, NOR HAVE ANY FEDERAL OR STATE AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING, THESE SECURITIES OR THE ACCURACY OR ADEQUACY OF THIS PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY ISA CRIMINAL OFFENSE, Investment in the securities offered by the Company involves a high degree of risk. In making an investment decision you ‘must rely on your own examination of the issuer and the terms of this Offering, including the merits and risks involved. You should retain your own professional advisors to review and evaluate the financial, economic, tax and other consequences. of this investment. You should not invest any funds in this Offering unless you can afford to lose your entire investment, ‘The Shares will be ‘restricted securities” for the purposes of federal and state securities laws. There is no public market for the Shares at the present time though the Company intends to develop a public market for the Shares in the future. The securities offered may not be offered, sold, or pledged except pursuant to an effective registration statement under the ‘Securities Act, or an exemption from registration under the Securities Act. We may require an opinion of counsel that an ‘exemption is available, and such counsel and opinion must be reasonably satisfactory to us. Therefore, you should only acquire the Shares for investment, solely for your own account, and without any view toward resale or distribution. You should be aware that you will be required to bear the financial risks of this investment for an indefinite period of time, All documents referred to in this Placement Memorandum are provided herewith, available upon request from the Company, (F will be provided prior to the signing of the Subscription Agreement and should be reviewed by you and your advisors for, a complete understanding of their provisions. The statements in this Placement Memorandum with respect to any documents are necessarily summaries of the document's terms and are qualified in their entirety by reference to the underlying document. In making an investment decision, you must rely on your own examination of the Company and the terms of the Subscription Agreement, including the merits and risks involved. We will endeavor to make available to every investor, during the course Of their investigation and prior to any purchase of Shares, the opportunity to ask questions of and receive answers concerning the terms and conditions of this Offering and to provide any appropriate additional information necessary 10 verify the accuracy of the information contained in this Placement Memorandum. You and your advisors are encouraged to ‘ask questions concerning this Offering and such other matters as you deem pertinent in connection with understanding the information in the Placement Memorandum. We will make every effort to respond fully to such questions and supply all available information that you or your advisors reasonably request. You agree to advise us in writing if you are relying on. any such information. Any requests for additional information should be made to CEO, Avinash Nichkawde, CelllWhatsApp (408) 680-1253, email avinashn@[Link]RULES REGARDING THE OFFERING This Offering will terminate on October 31, 2023 or sooner as determined by the board of directors. We may also extend the term of this Offering for up to an additional 90 days without notice to subscribers. ‘The Shares are subject to prior sale, cancellation, withdrawal or modification of the Offering without notice. We may accept, reject subscriptions received in this Offering without notice, in whole or in part, for any reason. We are not required to accept subscriptions in the order in which they are received. Except as required by certain state's securities laws, subscriptions that have we have accepted may not be withdrawn by any subscriber. ‘The date of this Placement Memorandum is June Sth, 2023 CONFIDENTIALITY AND LIMITATIONS OF THIS PLACEMENT MEMORANDUM This Placement Memorandum contains information that is confidential and proprietary to the Company. It discusses trade and business secrets of the Company and is intended for use only by the party to whom it is transmitted by our employees ‘or agents, and only for the purposes of permitting such persons to decide whether to purchase the Shares described herein. This Placement Memorandum may not be reproduced in whole or in part, or used for any other purpose; nor may any of its contents be disclosed without our prior written consent. Acceptance of this Placement Memorandum constitutes ‘agreement to the above conditions. ‘The information contained in this Placement Memorandum may at times represent our best estimate of our expected business performance, based upon assumptions believed to be reasonable. No representation or warranty is made, however, as to the accuracy or completeness of such assumptions, and nothing contained herein should be relied upon as ‘a promise or representation as to any future performance or event. In addition, investors should take note that the information contained herein is only offered to be accurate as of the date of this Placement Memorandum. Neither the delivery of this Placement Memorandum, nor any sale made hereunder, shall, under any circumstances, create the implication that there has been no change in the affairs of our business, or that the information contained herein is correct as of any date other than the date of its creation referenced on the cover page. ‘THE DISTRIBUTION OF THIS PLACEMENT MEMORANDUM AND THIS OFFERING OF THE SECURITIES DESCRIBED HEREIN MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. This Placement Memorandum does not constitute, and may not be used for or in connection with, an offer or solicitation by ‘anyone in any jurisdiction in which such offering or solicitation is not authorized, or to any person to whom it is unlawful to make such offer or solicitation. We have not taken any action that would permit an offering of the securities or the circulation or distribution of this Placement Memorandum or any offering materials in relation to our business or the Shares in any country or jurisdiction where action for that purpose is required by law. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PLACEMENT MEMORANDUM AS LEGAL, INVESTMENT OR TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR ADVISORS. AS TO LEGAL, INVESTMENT, TAX AND RELATED MATTERS CONCERNING AN INVESTMENT BY SUCH PROSPECTIVE INVESTORS IN THE COMPANY. INFORMATION PROVIDED OUTSIDE THIS PLACEMENT MEMORANDU: ‘No person has been authorized to give any information outside of this Placement Memorandum or to make any representation in connection with this Offering other than CEO, Avinash Nichkawde or any one from management team from AN Global Group Holding Ltd. who is authorized by the CEO. If any such information is given or if any such representations are made, such information or representation must not be relied upon as having been authorized by us. Any sale of Shares shall be made solely by and in accordance with the terms of the Subscription Agreement, which may be accepted or rejected, in whole or in part, by us in our sole discretion for any reason.SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS This Placement Memorandum contains “forward-looking statements’ as defined in Section 27A of the Seourities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act"). Such forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and our plans and expectations. The words “believes,” “anticipates,” ‘expects, intends,” ‘projects,” plans,” ‘forecasts, “estimates,” “will” and other similar expressions identify forward-looking statements pertaining to, among other things, financial projections regarding our operations, and our allocation and use of the funds raised in this Offering. Such statements reflect only ‘current views with respect to future events and financial performance or operations and speak only as of the date the statements are made. Qur actual results may differ materially from our forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in the section “Risk Factors’ as well as those discussed elsewhere in this Placement Memorandum and the documents referenced herein. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate. There can be no assurance that the results contemplated in such forward-looking statements will be realized and our actual results are likely to differ from those anticipated in our forward-looking statements. In addition, as disclosed under "Risk Factors,” the business and operations of the Company are subject to substantial risks that increase the uncertainties inherent in the forwarc-looking statements included in this Placement Memorandum. The inclusion of forward-looking information should not be regarded as a representation by us or any other person that the future events, plans or expectations contemplated will be achieved. We disclaim any obligation to revise forward-looking statements to reflect subsequent events or circumstances or the occurrence of unanticipated events, SUN Ag This Placement Memorandum taken as a whole is intended to provide certain information conceming the Company's business and prospects. This summary is qualified in its entirety by information appearing elsewhere in this Placement Memorandum, the Exhibits attached hereto and the other documents described herein, which are available to prospective investors upon request. ‘We are offering up to 10 million Shares to “accredited investors,” as that term is. defined in Rule 501(a) of Regulation D of the Securities Act. The offering price is USD $0.50 per Share. No minimum Offering amount is required to be subscribed for before we may accept subscriptions for this Offering. The subscriptions may be accepted as received at any time throughout the term of this Offering. This Offering will terminate on October 31, 2023. We may, in ‘our discretion, extend this Offering for up to an additional 90 days. We may THE OFFERING terminate this Offering prior to such times upon acceptance of subscriptions for all Shares offered or otherwise in our discretion The Shares are being offered pursuant to an exemption from the registration requirements of the Securities Act as provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and similar exemptions under the securities laws of the states relating to transactions not involving a public offering. Investors may subscribe for the purchase of Shares by tendering (a) a fully METHOD OF executed Subscription Agreement, and (b) a check in payment for the Shares SUBSCRIPTION subscribed for. Only accredited investors may invest in this Offering. We have the absolute discretion to reject any subscription, in whole or in part, or to WHO MAY INVEST J withdraw or cancel the Offering, without notice to subscribersIRREVOCABLE SUBSCRIPTION SUBSCRIPTION AGREEMENT RISK FACTORS USE OF PROCEEDS METHOD OF DETERMINING SHARES VALUE FORWARD-LOOKING FINANCIAL INFORMATION ‘Subscriptions are irrevocable, except at our discretion or as may be required by law. Investors in the Company are required to execute the Subscription Agreement the form included with this Placement Memorandum (the "Subscription Agreement’). By executing the Subscription Agreement, subscribers acknowledge and agree to be bound by the terms of the Subscription Agreement. The Subscription Agreement includes, but is not limited to, representations and warranties regarding each subscriber's suitability to invest in this Offering, including the subscriber's status as an accredited investor. This is not a complete list ofthe provisions of the Subscription Agreement. A summary of the key provisions of the Subscription Agreement is included later in this Placement Memorandum. In addition, the entire form of Subscription Agreement is included with this Placement Memorandum. We strongly encourage all prospective investors to read the Subscription Agreement in its entirely before deciding to subscribe to this Offering ‘An investment in the Shares is speculative and subject to a high degree of risk ‘An investment in the Shares is suitable only for investors who have such knowledge and experience in financial and business matters that they are capable of evaluating the risks and merits of this investment and are able to sustain the loss of their entire investment. See "Risk Factors.” Proceeds from the Offering shall be used to pursue our business plan and to provide working capital generally. Subscription proceeds will be deposited into our general operating account and will be available, upon acceptance of the subscription, to the Company for these purposes. ‘We have arbitrarily established the price of the Shares we are offering. The Offering Price should not be viewed as a prediction of the future value of the Shares or the securities that comprise the Shares, This Placement Memorandum, its exhibits, and documents incorporated by reference may include projections involving the anticipated business and financial performance of our business. Such projections are hypothetical and based upon numerous factors influencing the potential business success of the Company; however, our management considered such assumptions to be reasonable at the time the projections were prepared. However, projections do not and cannot take into account such factors as general economic conditions, unforeseen industry changes and developments, the behavior of competitors, changes in the laws and regulations governing the industry and business, the terms and conditions of future financings we may conduct, and other risks inherent to our business. While we believe the projections reflect the possible future results of the Company, those results cannot be guaranteed and our actual results will almost certainly be different from the projections because of the factors noted above. PROSPECTIVE INVESTORS ARE URGED TO CAREFULLY REVIEW THE INFORMATION CONCERNING THE COMPANY SET FORTH IN THIS PLACEMENT MEMORANDUM, WITH THEIR ADVISORS AND TO MAKE FURTHER INQUIRIES OF MANAGEMENT OF THE COMPANY PRIOR TO MAKING A DECISION TO INVEST.RISK FACTORS. An investment in the securilies offered through this Placement Memorandum is highly speculative and subject to a high degree of risk. Only those who can bear the risk of loss of their entire investment should participate, Prospective investors. should carefully consider the following factors in addition to those risks included with this Placement Memorandum, among, others, before making an investment in the Shares described in this document The success of the Company is dependent upon the services of key personnel. ‘The current business prospects of the Company are dependent upon the business and technological acumen and services ‘of CEO, Avinash Nichkawde. In the event the Company should lose the services of CEO, Avinash Nichkawde for any reason, itis doubtful the Company could be successful in commercializing its current business plan. The services of other officers and directors listed in the business plan contained herein are also important to the ongoing success of the Company without whom the business prospects of the Company will suffer. The determination of the price of the Shares was arbitrarily determined. ‘The purchase price for the Shares is not based upon any specific formula relating to the assets, book value, earings, or rnet worth of the Company or any other specific criteria and should not be considered an indication of the actual value of the ‘Common Stock. The value was derived based on management's estimate of the general prospects for the business of the ‘Company. There is no assurance the actual value of the Shares will ever equal the Offering price of the Shares There is no minimum offering amount in this Offering which means we may not raise sufficient capital to effectively develop our business plan. ‘The Company is authorized to use capital invested pursuant to this Offering as soon as itis received. In the event sufficient capital is not raised in this Offering to commercialize our business plan, the capital that is raised will still be used in business. ‘operations without the Company obtaining the advantage of achieving anticipated revenues from business operations. Accordingly, investors may nat receive the full advantage of their investments if less than enough of the Offering is sold (Our intellectual property may be compromised. Part of the value of the Company going forward is vested in the intellectual property owned by the Company. There may have been many persons involved in the development of the intellectual property. Itis possible that in the future, claimants to the property rights may come forward that the Company is not aware of at the present time. Itis also possible that the ‘Company may not be successful in protecting its property rights. In either event, itis possible that the Company could lose the value of its intellectual property and if so the business prospects of the Company may suffer, The fact that we have generated operating losses in the past raises doubt about our ability to continue as a going concern, ‘The Company has a history of generating operating losses. We have in the past covered any shortfall in operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. The Unpredictable economy in the United States and the volatile public equity markets may make it more difficult for us to raise capital as and when we need it, and itis difficult for us to assess the impact this might have on our operations or liquidity. If we cannot raise the funds that we require to continue our business operations, there is a substantial risk that our business, wil fil,DESCRIPTION OF BUSINESS EXECUTIVE SUMMARY AN Global Group Holdings Ltd. is an investment company that includes seven divisions which overlap and ‘complement each other to meet the needs of small to medium businesses. Each division represents a vertical which can drive revenue independently as well as leverage and cross sell into the other verticals, to support our client base and grow our revenue base. Our seven verticals are Franchising, Business Brokerage, Consulting (Growth and Tumaround), Technology, Education, Business Migration and Trade & Investment. Each vertical is a separate legal entity with it's own legal structure. Our divisions work collaboratively, bringing innovative thinking, proven strategic frameworks, and implementation skill, to help our clients realize their business goals. Our local and regional Client Relationship Teams allow us to maintain client intimacy, while providing AN Global's {ull suite of services and solutions to our business clients at any stage of their life cycle, We believe our ability to deliver locally with world class services places AN Global in the unique position to drive sales, profits, and cash flow in the underserved market of small and medium sized business ‘AN Global is a recognized corporation and authorized to transact business through 100% subsidiaries of its parent US company in Canada, Mexico, Australia, UK, India, Dubai, Nigeria and Bangladesh. Our goal is to continue expanding our international locations in key business centers where we can expand our brand. Our ‘current prospects for expansion where we have relationships and management teams we can leverage, include Singapore, Vietnam, Hong Kong, New Zealand, Latin America (Columbia, Peru, Chile, Puerto Rico, Panama, Paraguay and Uruguay) and Africa (Nigeria, Cameroon, Senegal, Ghana). We are seeing tremendous interest in entrepreneurs around the world wanting to expand their business scope globally. AN Global's vision is to use ‘our expertise in business services and reach, to position us as the leader, in meeting the needs of businesses around the world, ‘AN Global has a global strategy to deliver world class services to an underserved business community that represents a significant portion of global wealth. Our model is repeatable globally which allows us to reach regions where our competition is unable to offer the services of AN Global. A performance based revenue model with low overheads and operational costs contributes to high profit margins globally. This allows us to protect ‘our cash flows, which in turn will drive our future valuation. Our business expansion is through our franchise model, which will then act as our primary channel to market for ‘AN Global's other service offerings. We are also seeing growth through acquisitions. Our Mexico Division was ‘acquired, and will be our spring board into Latin and South America as we expand to support our Spanish speaking business clients. With bootstrapping, the company has developed significant intellectual property as a Franchisor, hired teams and set up offices in 9 countries. The funds required through this offering, are mainly for ‘our Technology division, Education division and for working capital, to attract additional human talent to increase sales and profits, as well as expand our global reach and brand. Our objective is to achieve Group Market Capitalization of over $1 billion USD within 7 years, and the AN Global team is working relentlessly towards this goal rN ic) BAL GROUP HOLDINGS LTD. UR JOURNEY SO FAR We've come a long way since 1993. Here are some of our highlights Itall began in 1993 when Avinash, Group CEO, then in his thirties, established AN Global Consulting in Sydney, to provide tax, accounting, and business consulting to his clients. In less than 4 years, the business grew to over 7,000 clients, including 20 publicly traded corporations, becoming one of the largest tax and business consulting practices in Australia. Based on client demand, we began offering International Consulting, and to assist many Indian companies to establish a business presence in Australia, as well as assisting Australian companies expand into India. As a Chartered Accountant with comprehensive knowledge of business practices in both Australia and India, Avinash continued to expand his practice by providing strategic consulting, and expanded his influence by participating as a director for numerous companies to guide their growth.Based on the experience gained starting in 1999 through participation in the International Vocational Colleges in Australia and New Zealand, AN Global created our Education Division in Australia which formed the basis for our Global Education Division. Avinash decided to move to the US and immediately recognized the need for Growth and Tumaround Consulting services in the small to medium sized business market and began building a client base in 2013. In 2016 he expanded this model to offer overseas entrepreneurs the opportunity to expand and invest in US businesses, and obtain a green card through those investments. This was the birth of our Migration Division which is an integral part of AN Global's portfolio, we offer to our international clients, seeking to do business in the USA, Canada and Australia. In 2020 Avinash purchased the Franchise for Business Brokerage in one of the largest markets in the USA. He was able to grow the business and ultimately sold the business after having leamed the critical success factors, to incorporate Business Brokerage into the suite of services AN Global offers to our clients today. In 2022 AN Global was officially formed and registered as a Business Franchisor consolidating a career of experience into a portfolio of products and services exclusively focused on the needs of small and medium sized businesses. In summary, the legal entities that operated the previous businesses have either closed or been sold, and the valuable experience, global relationships, management teams and processes have been consolidated organizationally and legally to create the current organizational structure for AN Global Group Holdings. The year 2022 was the inflection point in the history of AN Global that brought the biggest expansion of the business, when our visionary Founder and Group CEO decided to bring together all the services under one umbrella, AN Global Holdings LTD. We believe our Franchise Model is our primary growth engine that will allow our Franchisees to offer the full suite of AN Global service offerings to clients globally, as well as exponentially grow our other divisions. We are also aggressively evaluating merger and acquisition to enhance our core capabilities. We believe our strategy is unique, processes are proven, integrated solution set is scalable. All this combined with our focused management team, position AN Global to be a trusted brand globally, and we are excited about the opportunity to share our story with business owners and investors. OUR STORY IN A TIMELINE START OF GROWTH & ACQUIRED 4& MEXICO, UK AND NIGERIA euSHEssTAXe TonNAnGunD TERCROMIRTORTHE INTERNATIONAL TRADE’? eoneucrie Devsoement eee INVESTMENT 1993, 2013, 2020 2023 2022 1999 2016 EDUCATION WHGRATION EcLoBaL BUSINESS MRONeHED Guncneb ‘AN Globalis fortunate to have decades of experience in assisting businesses, achieve their financial and growth goals, which provides a huge competitive advantage, global presence, and an un-paralleled portfolio to accelerate business growth.aS alert FRANCHISING Welcome to AN Global's exciting franchise division, where we empower entrepreneurs to develop and expand their businesses by choosing from our 3 offerings - AN Global Franchise, Franchise Consulting and Franchise Development. ‘AN Global Franchise is recognized as an SBA # S7314 listed franchise in the USA and also comply with local requirements in Canada and Australia. Our franchise operation is unique and innovative that combines “Business Brokerage & Consulting” as one package. We offer our franchisees a proven business model, multiple revenue streams, no territory restrictions, proprietary CRM and top ROI potential. We have successfully sold 6 Franchise units in the US and plan to sell over 300 franchises worldwide in the next three years. We also provide “Franchise Consulting’ to those who wish to invest in a franchise. We offer 400 Franchise ‘opportunities from different industries and can help entrepreneurs choose the right franchise for them. Our “Franchise Development Program” enables existing businesses scale through the franchise model. We provide support in each phase of the franchise process, from Franchise Strategic Planning to Franchise Marketing, BUSINESS BROKERAGE Our Business Brokerage Vertical is where we specialize in assisting clients in buying and selling businesses. Our ‘comprehensive range of services includes business valuation, expertly managing expectations, skillfully negotiating terms and conditions, and successfully closing deals. With a team of 12 experienced brokers based in our thriving Dallas office, we are continuously expanding to better serve our clients’ needs. Through exclusive marketing agreements with sellers, we have established a strong track record of successfully concluding business deals since 2021, For a glimpse into the types of companies we currently represent, we invite you to visit our website at [Link]. ‘At AN Global, we pride ourselves on our low-cost, high-profit business model. By operating with a team of independent contractors who receive our comprehensive training, support, and access to our CRM system, we eliminate the need for additional employees and maintain efficient overheads. While the commission rates in the Real Estate Brokerage industry typically range from 1% to 6% of the sale price, our Business Brokerage revenue model sets us apart, with commissions ranging from 10% to 12% of the sale price. This results in remarkable profitability for AN Global Holdings and our Franchisees. ‘As part of our strategic growth plans, we are currently expanding our brokerage business into Canada. We have already submitted our application to the Real Estate Council of Ontario (RECO), the governing Real Estate Authority in Canada. This strategic move will allow us to provide our exceptional brokerage services to clients in the Canadian market. BUSINESS CONSULTING ‘With a legacy dating back to 1993, AN Global Group has been at the forefront of providing unparalleled strategic. business consulting services to clients worldwide. Our distinguished executive team boasts a combined wealth of over a hundred years of business experience, encompassing diverse backgrounds in finance, analytics, strategic marketing, and business sales across a multitude of industries. AtAN Global, we specialize in delivering comprehensive "Growth & Turnaround” consulting solutions tailored to the unique needs of start-ups, small and medium-sized businesses, and individuals. Our approach is characterized by bespoke strategies that are practical, cost-effective, and aimed at fostering sustainable profitability and growth. Leveraging our global presence, we are equipped to assist "small & medium-sized" enterprises in expanding their operations internationally, providing invaluable support in areas such asstrategy development, structural optimization, marketing guidance, and the provision of local directors in over 15 ‘countries. In addition to the substantial revenue generated through our core "Growth & Turnaround” consulting services, our Business Consulting Vertical offers significant potential for upselling and cross-selling opportunities across our diverse range of service offerings. This seamless integration of verticals enables us to maximize value for our clients and capitalize on synergies within our organization, further enhancing our competitive advantage EDUCATION The Education Vertical of AN Global Group offers a comprehensive suite of services designed to meet the diverse needs of our clients. Our expertise spans across various domains, including compliance management, corporate training, entrepreneur workshops, and International Study Tours. Building on our success, we are currently in the process of establishing international vocational colleges in Australia, with plans to expand further into Canada and the UK, setting the stage for exponential growth and global reach. With a steadfast commitment to ensuring compliance and regulatory adherence, our Education Vertical is dedicated to helping companies start international and domestic training organizations. We specialise in Compliance and Business consulting within the Vocational Education and Training sector. By partnering with us, businesses can confidently focus on their core operations, while entrusting us to handle all compliance-related matters. Beyond compliance, we offer fully customized Corporate Training courses, tailored to meet the specific needs and learning objectives of our clients. With a portfolio of over 100 courses spanning a wide range of subjects, we ‘empower businesses to upskill their workforce and drive excellence within their organizations. Additionally, our Entrepreneur Workshops provide valuable hands-on training and mentorship opportunities, empowering aspiring entrepreneurs to turn their visions into reality. In line with our commitment to providing enriching educational experiences, our Intemational Study Tours Service offers captivating short-term programs for groups of students, professionals, and entrepreneurs. By immersing participants in intemational environments, we facilitate cross-cultural learning and foster valuable connections. Our recent acquisition of "Alpha Global," a Mumbai-based successful business specializing in ‘organizing international educational tours since 2017, positions us to expand our study tour offerings to sought-after destinations such as Europe, the United States, Canada, Australia, and China. ‘ALAN Global, we are dedicated to delivering exceptional educational services that empower individuals and organizations to thrive in an increasingly interconnected world. Join us as we redefine the landscape of education and empower lifelong leaming journeys. TECHNOLOGY The Technology Vertical at AN Global specializes in crafting cutting-edge web and mobile platforms that provide businesses with exceptional user-friendly digital experiences. With our expertise in software development, mobile app development for both Android and iOS, web development, and IT consulting services, we offer a comprehensive range of solutions tailored to meet the unique needs of our clients. Our commitment to delivering excellence extends to providing customized systems, including Learning Management Systems (LMS), Customer Relationship Management (CRM), Point of Sale (POS), Inventory Management, and more. In the realm of e-commerce, we excel in developing robust and scalable solutions that drive online success. Our expertise spans various Content Management Systems (CMS) such as Drupal, Magento, WordPress, Joomla, Kentico, Umbraco, and Dotnetnuke. From end-to-end software solutions to digital marketing services, IT consulting, and ERP software systems, our comprehensive offerings cater to the diverse technology needs of businesses.Our web application development services encompass the entire lifecycle, ranging from captivating website design to seamless web application and portal development. We specialize in creating dynamic e-commerce solutions, PHP development, and comprehensive website testing services, ensuring that our clients receive flawless and performance-driven digital solutions. Our Technology Vertical has recently embarked on an exciting Learning Management System (LMS) project for a Sydney-based training organization, with numerous other projects in the pipeline. With our back-end development team based in India, we are well-positioned to offer competitive costs without compromising on quality, paving the way for substantial profitability and growth, BUSINESS MIGRATION The Business Migration Vertical at AN Global presents an exciting opportunity for business owners seeking international growth and expansion, while obtaining residency in a new country. We specialize in assisting individuals worldwide with Business Migration through investment in business enterprises in the US, Canada, and Australia. Our dedicated team provides professional advice on business strategies, crafting a roadmap that defines the company's direction in the short term, to achieve long-term goals. In the United States, we offer a unique investment opportunity through our very own "AN GLOBAL FRANCHISE,” serving as the foundation for obtaining E2 or EBS visas. Our meticulously structured investment model has been formulated in collaboration with experienced immigration attorneys, ensuring compliance with immigration regulations. We offer comprehensive services encompassing tailored business plans, business structure, and operations guidance. PLEASE NOTE; that while we do not provide immigration advice directly, we work closely with a team of reputable attorneys from the respective countries who handle immigration documentation and representation. TRADE & INVESTMENT The International Trade & Investment Vertical at AN Global is dedicated to empowering small and medium-sized businesses to expand their operations globally. We serve as trusted partners, offering comprehensive support at every stage of the international trade process. From identifying the most suitable international markets to devising effective Market Entry Strategies and connecting with potential intemational buyers, we guide our ‘customers through each crucial step. Our global presence, combined with our deep understanding of international trade and investment dynamics, ‘enables us to provide tailored solutions and unlock new opportunities for our clients. Our expertise extends to export financing, ensuring our clients have access to the necessary financial resources to facilitate their international trade ventures. We also assist in navigating the complex landscape of legal formalities and documentation, streamlining the process and minimizing obstacles. Recognizing the importance of establishing a strong presence in foreign markets, we aid businesses in securing agents, representatives, or distributors to effectively market and sell their products. We also assist start-ups, small and medium-sized businesses in mobilizing finances from VCs, PEs, Family Offices and Angels in the US, Canada and Australia. With a strong foothold in nine diverse countries, our International Trade & Investment Vertical is positioned for substantial growth and success in the years to come. USE OF PROCEEDS Subscription proceeds shall be used to develop and promote our business plan and to provide working capital Subscription proceeds will be deposited into our general operating account and will be available, upon acceptance of the subscription, to the Company for these purposes.THE SUBSCRIPTION AGREEMENT Each prospective purchaser of Shares must execute and return to us the Subscription Agreement, a copy of which is included with this Placement Memorandum. THE SUBSCRIPTION AGREEMENT SUPERSEDES ANY PRIOR AGREEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATED TO THIS. OFFERING OF SHARES. Subscriptions will not be accepted unless accompanied by a properly completed and executed Subscription Agreement. ‘Summary of Subscription Agreement In addition to containing information relating to the subscriber's purchase of Shares and certain representations and warranties concerning the purchaser's status as an accredited investor and suitability to invest in this, Offering, the Subscription Agreement also contains (1) confidentiality provisions, and (2) covenants that a potential investor has read this Placement Memorandum, its exhibits and has requested and reviewed any other documentation that the investor considers necessary in connection with making a decision to invest in this, Offering. DESCRIPTION OF SECURITIES Common Stock Each share of common stock is entitled to one vote at all meetings of shareholders. All shares of common stock are equal to each other with respect to liquidation rights and dividend rights. There are no preemptive rights to purchase any additional shares of common stock. In the event of our liquidation, dissolution or winding up, holders of shares of common stock will be entitled to receive on a pro rata basis all of our assets remaining after satisfaction of all liabilities and the liquidation preferences granted to holders of our Shares. The holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of our Directors if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our Directors. AN GLOBAL GROUP HOLDINGS L Equity Capitalization June 1, 2023 73.9%4,000 100% 2,000,000] 78% 3,000,000] 4% 4,130,000] 5% 7a4,000| 1% 70,000,000] #25 799,000] 100%\ Started Business Brokerage in 2020 Successfully concluded many Business Brokerage deals Have several exclusive business listings for Sale ([Link]) Started selling AN Global Franchise in 2021, sold 6 Franchise units in the US Acquired 2 established Businesses * A successful global Study Tours Company in Mumbai + An established Franchise Consulting & Training Company in Mexico Plans to use “AN GLOBAL FRANCHISE" as the base investment for E2 and EBS visas Profitable with no external debt. NUE FOCUS AN Global Holdings Ltd. AN Franchise Group, Inc. \ ANG Brokerage USA, LLC AN Global Consulting, LLC AN Global Education, Inc. AN Global Technologies, Inc. AN Global Immigration, Inc. AN Global International Trading Ltd. 12005 Ford Road, Suite 100-A, Dallas TX-75234 +1.888.994.0810 info@[Link] 4 B Business Brokerage am Franchising «mm Business Consulting ame Technology axa Education Business Migration Trade & Investment «a= Z VA ; Pry) Prey) Prey Per Peay cre “4 USA Revenue 2,965,000 | 8,044,000 | 13,624,500 | 21,279,500 | 30,044,500 | 75,957,500 USA Expense. 2,271,875 | 4,787,750 | 7,236,675 | 10,154,123 | 13,848,048 | 38,298,470 USA Profit 693,125 | 3,256,250 | 6,387,825 | 11,125,378 | 16,196,452| 37,659,030ADAM MOZELWSKI AZARELY RAMIREZ EDWIN FLORES 4. STEVE OTOOLE ® y i) TAMMY MOORE SHERRI KRAUSE Zz MANOJ KUMAR JULIA ALARCON he a £ ROCKO BELL A oe SETH BUCHMAN MONICA MONROE = JERROD SMITH aa JOSEPH CHIMA = Se TRENT BROWN a Me ERIC J. TALLEYStarted Brand Awareness in 2022, through participation | AN Global Franchise Canada, Ltd Ji in expos, radio programs, social media marketing. " \ Application to Real Estate Council of Ontario (RECO), an | aN Global Toronto, 3080 Yonge independent governing authority for registration in Street, Suite 6060 Toronto process. M4N 3N1 +1.647.255,8896 ENUE FOCUS info@[Link] Business Brokerage am Franchising am Business Consulting Technology Education «mm Business Migration Trade & Investment E Commercial Real Estate amr [a Ere) Ere Era ey 2027 foo i iy |_Canada Revenue 575,000 | 1,150,000 | 2,300,000 | 4,600,000 | 9,200,000 | 17,825,000 J Canada Expense 460,000 897,000 | 1,748,000 | 3,312,000 | 6,440,000 | 12,857,000 Canada Profit 115,000 253,000 552,000 | 1,288,000} 2,760,000 | 4,968,000 | OUR TEAM | iaOor@es KAMAL SINGH TOMAR NADER TEHRAN! © HUONG LUU MONICA BISCOVEANU —SHIVANK MAINGI —KAUSTAV GHOSHAN Global Australia, Pty. Ltd. Offices in Sydney and Melbourne. AN Global Australia Franchise, Pty. Ltd. \ Specialising in Compliance and Business consulting within the Vocational Education and Training sector Individual Support Trai Care Pty Ltd ing and Applied for a Registered Training Organization in Sydney 805/100 Walker St, North Sydney, NSW, 2060 +[Link], NUE FOCUS info@[Link] Business Brokerage amv Franchising mm Business Consulting Technology aaa J Initiated an LMS Project for a Sydney based Organisation. Education am Business Migration Trade & Investment pesos zeas cans aoa? Toul Australia Revenue 500,000 | 1,000,000 | 2,000,000 | 4,000,000} 8,000,000 | 15,500,000 Australia Expense | 400,000 | 750,000 | 1,600,000| 3,200,000] 6,400,000 | 12,350,000 Australia Profit 100,000 | 250,000 | 400,000] 800,000] 1,600,000 | 3,150,000 AKSHAY NICHKAWDE ROBERT QUIMBY CHRIS STEPHENS CHARBEL TADROS 7 ~ f HY.Acquired a Franchise Consulting & Training Company, "Simplificando" Started Brand Awareness in Mexico in March 2023 Began operations in Mexico in May 2023 With Latin America Head Office in Mexico, planning to expand AN Global in Colombia, Peru, Chile, Puerto Rico, Panama, Paraguay and Uruguay by the end of 2023 ENUE FOCUS Education «mmr Business Migration Business Brokerage am Franchising mm Business Consulting Simplificando Acciones 17th Floor Torre Magenta, Paseo [i de la Reforma 284, Mexico City, CP 06600 Av. Patriotismo No.229 - Pisos 7 y 8, Col. San Pedro De los Pinos, . Del. Benito Juarez, Mexico City, ff 06600 +1,888.994.0810 info@[Link] v Technology = Trade & Investment esos 2008 BOTT Mexico Revenue 153,000 | 1,250,000 | 1,500,000] 1,800,000] 2,160,000| 6,863,000 Mexico Expense 300,000 | 1,000,000] 1,200,000] 1,440,000] 1,728,000] 5,668,000 (147,000)| 250,000] 300,000] 360,000] 432,000] 1,195,000 ERNESTO BERJON JULIA VALANDRANO OAS ve USS LUIS DELGADO ELVIA MARTINEZ ANA SOFIAStarted Brand Awareness in UK in May 2023 Began operations in UK in May 2023 ENUE FOCUS Business Brokerage axa Franchising «mmr Business Consulting ame Technology Education am Business Migration Commercial Real Estate AN Global UK Franchise Limited Manchester, King Street 82 King Street, Manchester, M2 4WQ London, HQ Bloomsbury 4/4a Bloomsbury Square, London, WC1A 2RP +1.888.994,0810 info@[Link] Trade & Investment Pore) Pree Pry} Per 2027 coe] UK Revenue 197,000 | 1,250,000 | 1,875,000 | 2,625,000 | 3,750,000 | 9,697,000 UK Expense 300,000 | 1,000,000 | 1,406,250 | 1,968,750 | 2,812,500 | 7,487,500 UK Profit (103,000) 250,000 | 468,750 | 656,250| 937,500 2,209,500 SC SARATH GEDARA Le A. he & & | KAMLESH RAMANI ELAETE SANTIAGO 4 4 A SeeLe 4 AN Global Franchise Private LTD | a operations in May 2022 Acquired a successful International Study Tours Company in Mumbai KLJ Tower North, 2nd Floor, B-5, Netaji Subhash Place, Technology - Initiated an LMS Project for a Sydney Wazirpur NEW DELHI 110034 based Organisation Business Migration to US - E 2, L1, EB 5, Canada and Australia info@[Link] Franchise Consulting - onboarded 10 Global Brands +1.888.994,0810 Back Office Operations for US, Canada and Australia Business Brokerage Franchising amr Business Consulting Technology Education amr Business Migration ama Trade &Investment amu Etre) Pert Pray 2026 Peay irre) Revenue 132,000 | 171,600 | 223,080 | 290,004] 377,005 | _ 1,193,689 India Expense 105,600 | 137,280 | 178,464 | 232,003| 301,604 | 954,951 India Profit 26,400 34,320 44,616 58,001 75,401 | 238,738 JR TEAM | aeesal DR. MEENAXI DHARIWAL [Link] SUNILDESHMUKH = VIJAY KUMAR B ARCHANA SHIRGAVEFormed a company in 2022 Started branding in Dubai in 2022 Business Brokerage axa Franchising aim Business Consulting AN Global Management Consultancies - FZCO DSO-IFZA-19860, IFZA Properties, Dubai Silicon Oasis +1.888.994.0810 info@[Link] Education am Business Migration a=@ Trade & Investment 0 oes 20m Tol Technology aaa jf Dubai & Other Revenue} 57,000 74,100 96,330 125,229 162,798 515,457 Dubai & Other Expense| 45,600 59,280 | 77,064| 100,183| 130,238 | 412,365 Dubai & Other Profit 11,400 14,820, 19,266 (25,046 32,560 103,091 f oer aS bed KARAN MUTNEJA ——-RIZWAN MIRFormed a company in 2023 Started branding in Nigeria Business Brokerage ama Franchising amu Business Consulting AN Global Africa Consult Services uD Lagos, Vibranium Valley 42, Local Airport road Ikeja, Lagos +1.888.994,0810 info@[Link] Technology axa Education am Business Migration m=” Trade & Investment aur 204 oes 2005 2 Tol Africa Revenue 93,000 250,000 375,000 525,000 750,000 1,993,000 Africa Expense 74,400 | 200,000 | 300,000 | 420,000 | 600,000 | 1,594,400 Africa Profit 18,600 50,000 | 75,000 | 105,000 | 150,000 | 398,600 ew W NWALI TOCHUKWU EDNA NYIDUAN GLOBAL GROUP HOLDINGS LTI FINANCIAL PROJECTIONS (Jan.1,23- Dec. 31, 27) See 2023 | 2024 | 2025 2026 2027 | Total REVENUE Pete aca Franchisor 1,227,800 | 2,119,000 | 3,812,000 | 6,679,800 | 9,907,000 | 23,826,000 Business Sales 997,500 | 1,976,000 | 2,962,500 | 3,950,000 | 4,997,500 | 14,612,500 Consulting 500,000 | 050/000 | 1,850,000 | 3,180,000 | 4,370,000 | 10,820,000 Business Migration | 250,000 | 2,000,000 | 3,000,000 | 4,s00,000 | 6,750,000 | 16,500,000 Trade & Investment - 4,000,000 | 2,000,000 [3,000,000 | 4,000,000 | 10,000,000 Total USA Revenue | 2,965,000 044,000 | 13,624,500 | 21,279,600 | 30,044,600 | 75,957,600 OVERSEAS BY COUNTRY Canada 575,000 | 1,150,000 | 2,300,000 | 4,600,000 | 9,200,000 | 17,825,000 Australia 500,000 | 1,000,000 | 2,000,000 | 4,000,000 | 8,000,000 | 15,500,000 UK 197,000 | 1,250,000 | 1,875,000 | 2,625,000 | 3,750,000 | 9,697,000 Mexico +153,000_| 1,250,000 } 1,500,000 | 1,800,000 | 2,160,000 | 6,963,000 India 132,000 | 171,600 | 223,080 | 200,004 | 377,005 | 1,193,689 Africa 93,000 | 250,000 | 75,000 | 525,000 | 750,000 | 1,993,000 Dubai 87,000 | 74,100 | 96,330 | 125,229 | 162,708 | 516.457 [Total Overseas Revenue| 1,707,000 | 5,145,700 | 8,369,410 | 13,965,233 | 24,399,203 | 53,587,148 Total Revenue 4,672,000 | 13,188,700| 21,993,910 | 35,244,733 | 54,444,303 | 129,544,646] USA BY VERTICAL Franchisor 225,000 | 360,000 | 630,000 | 873,000 | 1,503,000 | 3,591,000 Business Sales 641,875 | 1,263,750 | 1,925,625 | 2,587,500 | 3,209,375 | 9,626,126. Consulting ‘160,000 | 325,000 | 626,000 | 1,125,000 | 1,885,000 | 3,820,000 Business Migration | 125,000 | 1,000,000 | 1,500,000 | 2,260,000 | 3,375,000 | 8,250,000 Trade & Investment : ‘500,000 | 1,000,000 | 1,500,000 | 2,000,000 | 5,000,000 USA Operating Expense| 1,120,000 | 1,319,000 | 1,556,050 | 1,838,623 | 2,175,673 | 8,009,345 Total USA Expense | 2,271,875 | 4,787,750 | 7,236,676 | 10,164,123 | 13,848,048 | 38,208,470 ‘OVERSEAS BY COUNTRY Canada 460,000 | 697,000 | 1,748,000 | 3.912.000 | 6,440,000 | 12,857,000 ‘Australia 400,000 | 750,000 | 1,600,000 | 3,200,000 | 6,400,000 | 12,360,000 UK 300,000 | 1,000,000 | 1,406,250 | 1,968,750 | 2,812,500 | 7.487.500 Mexico 300,000 | 1,000,000 | 1,200,000 | 1,440,000 | 1,728,000 | 5,668,000 India 105,600 | 137,200 | 176.468 | 232,003 | 301,608 | 954,951 ‘Arica 74400 | 200,000 | 300,000 | 20000 | 600,000 | 1,694,400 Dub: 45,600 | 59,280 Total Overseas Expense| 600 | 4,043,560 Total Global Expense | 3,957,475 | 3,831,310 | 13,746,453 | 20,827,059 | 32,260,390 | 79,622,687 too.18s | 190288 | 412,965 10,672,036 | 10,412,042 | 41,324,217 [AN Global Net Profit | 714,525 | 4,358,300 | 8,247,457 | 14,417,674 | 22,183,913 | 49,921,950‘AN GLOBAL GROUP HOLDINGS LTD. To paar State of rt Teche — secon jeach a (Canada Amvata rd, Obes Sunless | 250.0% | sone "Revenue Forecast 0202027 NCP REST WoL Le] The Offering will be sold by the officers and directors of the Company. The Company reserves the right to engage a broker dealer to assist in the sale of the Shares, in which case reasonable compensation will be paid to the broker dealer in exchange for raising money through the sale of the Shares, Teel UAE) The Shares are being offered and will be issued in reliance on certain exemptions from registration and qualification which are available under federal and state securities laws for non-public offerings. The Company intends to rely upon the exemption for non-public offerings provided by Section 4(2) of the Act and Rule 506 of Regulation D thereunder. Rule 506 restricts the number and nature of purchasers of securities offered,Nature of Purchasers In order for us to qualify this Offering as a Rule 506 offering, we will sell the Shares to those investors who are “Accredited Investors,” as such term is defined in Rule 501(a) of Regulation D. In addition, we may sell securities to as many as 35 persons or entities who are not Accredited Investors. Accredited Investors are those investors who meet at least one of the following standards or others set forth in Rule 501 (a) of Regulation D: (a) $1,000,000 Net Worth. The investor is a natural person whose net worth, either individually or jointly with his or her spouse, exceeds $1,000,000, exclusive of equity in the investor's primary residence, (b) $200,000 Income. The investor is a natural person who has had individual income from all sources (without including any income of his or her spouse unless such spouse is a co-purchaser) in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same level of income in the current year. (€) Company, Corporate or Other Entity Investors. In general, a partnership, corporation, limited liability company, revocable or grantor trust or unincorporated association is deemed to be an Accredited Investor if all of the equity owners of that entity (or in the case of a revocable or grantor trust, all persons with the power to revoke the trust) qualify as Accredited Investors. (d) Executive Officer. The investor is a director, executive officer or general partner of the issuer. Adgitionally, investors must be sophisticated in that the investor either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, or we reasonably believe immediately prior to making any sale that the investor comes within this description. General Suitability Standards The Shares will be sold, in the discretion of the Company, only to an investor who: ‘* tenders to us the Offering Price for the Shares; ‘* represents in writing that he or she is qualified or not qualified as an Accredited Investor by completing the Accredited Investor Questionnaire included in the Subscription Agreement ‘* complies with the terms of the Subscription Agreement; ‘¢ represents that he or she has been furnished and has carefully read and relied solely on the information contained in this Placement Memorandum, including all exhibits, amendments and supplements hereto and documents incorporated by reference; © represents that his or her overall commitment to the investments which are not readily marketable is not disproportionate to his or her net worth, and whose acquisition of the Shares will not cause such overall commitment to become excessive; and ¢ represents that he or she has no need for liquidity with respect to the investment the Shares and is capable of suffering the loss of the entire investment in any of the Shares purchased. The basis for establishing the foregoing standards include the lack of liquidity of the Shares and the risks inherent in an investment in the Shares. The foregoing standards represent minimum requirements for a prospective purchaser and the Company reserves the right to reject any subscription, notwithstanding compliance with these standards or to apply more stringent suitability standards. The Shares may be sold to corporations, partnerships, limited liability companies and other entities meeting the acoredited investor requirements for such entities.AN GLOBAL ....225° HOLDINGS GROWTH INVESTMENT io OPPORTUNITY NO DEBT PROFITABLE DYNAMIC MANAGEMENT phe) Map is aero aE) eT Raa LOW RISK HIGH SHARE VALUE APPRECIATION LOW CAPITAL INVESTMENT CLEAR DEFINED SUCCESS PATH GLOBAL OPERATIONS "JOIN THE AN GLOBAL SUCCESS STORY" “JOIN US AS A FRANCHISEE, INVESTOR, BUSINESS BROKER, BUSINESS CONSULTANT, FRANCHSING CONSULTANT OR AS OUR BUSINESS AFFILIATE”. AN GLOBAL IN NEWS OeH80 Oe} o OC ened PR cue anus Peng Ct eee CC aCORPORATE OFFICE LOCATIONS UU UY > Cc OL) Lg CSPI Ns Des LW Ud LOBA.L” Adktess: 12005 Ford Road, Suite 100-4, info@[Link] K GLOBAL HEAD OFFICE CONNECT WITH US "0 Dallas TX-75234, | | [Link] Detivering A Prosperous Tomorrow PhNo: +1 (888)-994-0810 Hone