AMERICAN RETAIL GROUP, INC (OTCMKTS:ARGB) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On October 23, 2018, the Company received notice that the Securities and Exchange Commission (“SEC”) issued an Order (the “Order”) to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), temporarily suspending trading in our common stock during a period commencing 9:30 a.m. EDT on October 22, 2018 and terminating at 11:59 p.m. EDT on November 2, 2018.

The SEC took this action due to concerns about the accuracy and adequacy of information in the marketplace about, among other things, our products and services and certain regulatory approvals, as stated in press releases we issued on August 16, 2018 and August 22, 2018. In particular, the Order notes that in press releases issued August 16 and August 18, 2018, we claimed that we had partnered with an “SEC qualified custodian” for use with cryptocurrency transactions that would be “under SEC Regulations,” We now understand that although Prime Trust, the entity referenced in the press releases, claims that it is a “Qualified Custodian,” that statement is not intended to imply that Prime Trust was registered with or regulated by the SEC as we incorrectly stated in our press releases. The Company recognizes that the SEC does not endorse or qualify custodians for cryptocurrency or other forms of currency. The Company has terminated its relationship with Prime Trust.

Further, the Order notes that in the August 22, 2018, release we stated that we were beginning a public offering of convertible preferred shares and that the offering would be registered in accordance with the requirements of the SEC. We, in fact, have not registered with the SEC or any state regulatory authority a public offering of any of our securities or a cryptocurrency.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2108, the Company received a letter of resignation from Nehemia Kramer from his position as a member of the Board of Directors of the Company. Mr. Kramer did not hold any other positions within the Company.

About AMERICAN RETAIL GROUP, INC (OTCMKTS:ARGB)

American Retail Group, Inc. is a shell company. The Company’s purpose is to seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms, who desire to seek the perceived advantages of an Exchange Act registered corporation. It will not restrict its search to any specific business, industry or geographical location. The Company may participate in a business venture of any kind or nature. It may be able to participate in only one potential business venture. It may seek a business opportunity with entities, which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. It may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. It has not generated any revenues.