Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2019, Success Entertainment Group International, Inc., a Nevada corporation (the “Company”) completed execution of a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), which is dated as of September 5, 2019. Under the terms of the Securities Purchase Agreement (the “Agreement”), the Company has issued its Senior Convertible Promissory Note (the “Note”) in the aggregate principal amount of $75,000 (as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof). The Note is convertible into shares of common stock, $0.001 par value per share of the Company (“Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Note.

At any time on or after the 180th calendar day after the issuance date, FirstFire retains the right to convert all or any portion of the outstanding principal and interest into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the issuance date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as calculated in the Note (“Conversion Price”). The per share Conversion Price into which the principal and interest under the Note shall be convertible into shares of Common Stock is equal to the lower of (i) the lowest closing price of the Common Stock during the twenty (20) consecutive day trading period immediately preceding the issuance date or (ii) 50% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive day trading period immediately preceding the date of the conversion.

If the lowest traded price of Common Stock is less than the Conversion Price on the day after conversion, then the Note dictates that the Conversion Price shall be deemed to have been retroactively adjusted as of the date of conversion to a price equal to 60% multiplied by the lowest traded price of the Common Stock on the date of receipt of shares by FirstFire. The Company will then issue additional shares equal to the difference between the number of shares originally calculated and the newly adjusted total of shares.

If the Company intends to begin a registered or unregistered primary offering of its securities for capital raising purposes, FirstFire retains the right to either (i) demand repayment in full of any amount equal to any outstanding principal and interest as of the date of the offering, or (ii) convert any outstanding principal and interest under the Note into Common Stock at the closing of the offering at a price equal to the lower of (x) the Conversion Price and (y) a 20% discount to the offering price to investors in the offering.