Item 1.01 Entry into a Material Definitive Agreement.

On November 15, 2019, Success Entertainment Group International, Inc., a Nevada corporation (the “Company”) completed execution of a Securities Purchase Agreement with EMA Financial, LLC, a Delaware limited liability company (“EMA”), which is dated as of November 15, 2019. Under the terms of the Securities Purchase Agreement (the “Agreement”), the Company has issued a 5% Convertible 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 after the issuance date, EMA 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 an Event of Default under Section 3.9 of the Note has occurred, EMA, in its sole discretion, may elect to use a Conversion price equal to the lower of: (i) the closing price of Common Stock on the Principal Market on the Trading Day immediately preceding the Issue Date or (ii) 50% of either the lowest traded price or closing bid price, whichever is lower for the Common Stock on the Principal Market on the Trading Day in which the Event of Default has not been cured.

If such Common Stock is not traded on OTCOX, OTCQB, OTC Pink, NASDAQ, or NYSE, then such sale price shall be the sale price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no sale price or such security is available in any of the foregoing manners, the average of the closing bid prices for any market makers for such security are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot be calculated for such security on such date in the matter provided above, such price shall be the fair market value as mutually determined by the Company and the EMA.

If the Company’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing at any time falls below the $0.93 (as appropriately equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then an additional 15% discount will be attributed to the Conversion Price for any and all Conversions submitted thereafter. Additionally, the Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of common stock to EMA.