**Exhibit 1.3**

**BYLAWS**

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**OF**

 

**KBSFashion Group Limited**

(Amended and Adopted on September 22, 2014)

 

**ARTICLE I**

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**OFFICES**

 

The principal place of business of theCorporation shall be at such place or places as the Directors shall from time to time determine. The Corporation may also havean office at such other places within or without the Marshall Islands as the Board of Directors may from time to time appoint orthe business of the corporation may require.

 

**ARTICLE II**

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**SHAREHOLDERS**

 

Section 1. Annual Meeting: The annualmeeting of shareholders of the Corporation shall be held on such day and at such time and place within or without the MarshallIslands as the board of directors may determine for the purpose of electing Directors and of transacting such other business asmay properly come before the meeting.

 

Section 2. Special Meeting: Specialmeetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by orderof the board of directors or by any Officer whenever required in writing to do so by shareholders owning not less than one-tenthof all outstanding shares of the Corporation entitled to vote at such meeting. Such request shall state the purpose or purposesof the proposed special meeting. Such meetings shall be held at such place and at such time as may be designated in the noticethereof by the officer of the Corporation calling any such meeting. The business transacted at any special meeting shall be limitedto the purposes stated in the notice.

 

Section 3. Notice Of Meetings: Noticeof every annual and special meeting of shareholders, other than any meeting the giving of notice of which is prescribed by law,stating the date, time, place and purpose thereof, and in the case of special meetings, the name of the person or persons at whosedirection the notice is being issued, shall be given personally or sent by mail, E-mail, telefax, cablegram, telex or teleprinterat least fifteen but not more than sixty days before such meeting, to each shareholder of record entitled to vote thereat and toeach shareholder of record who, by reason of any action proposed at such meeting would be entitled to have his/her shares appraisedif such action were taken, and the notice shall include a statement of that purpose and to that effect. If mailed, notice shallbe deemed to have been given when deposited in the mail, directed to the shareholder at his/her address as the same appears onthe record of shareholders of the Corporation or at such address as to which the shareholder has given notice to the Secretary.Notice of a meeting need not be given to any shareholder who submits a signed waiver without protesting prior to the conclusionthereof the lack of notice to him. If the Corporation shall issue any class of bearer shares, notice for all meetings shall begiven in the manner provided in the Articles of Incorporation.

 

Section 4. Quorum: At all meetingsof the shareholders, except as otherwise expressly provided by law, there must be present in person or by proxy shareholders holdingat least a majority of the shares issued and outstanding and entitled to vote at such meeting in order to constitute a quorum,but if less than a quorum is present, a majority of those shares present either in person or by proxy shall have power to adjournany meeting until a quorum shall be present.

 

Section 5. Voting: If a quorum ispresent, and except as otherwise expressly provided by law, the affirmative vote of a majority of the shares of stock representedat the meeting shall be the act of the shareholders. At any meeting of shareholders, each shareholder entitled to vote any shareson any manner to be voted upon at such meeting shall be entitled to one vote on such matter for each such share, and every holderof registered shares then entitled to vote may vote in person or by proxy and every holder of bearer shares then entitled to votemay vote by tabling the stock certificate(s) or, if holders of bearer stock have presented their stock to the corporation withinthe time specified in the notice of the meeting in order to be considered "holders of record" then such holders of bearerstock may vote in person or by proxy. Any action required or permitted to be taken at a meeting, may be taken without a meetingif a consent in writing setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to thesubject matter thereof.

 

 

 

  

**ARTICLE III**

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**DIRECTORS**

 

Section 1. Number: The affairs,business and property of the Corporation shall be managed by a Board of Directors to consist of at least two directors. Withinthe limits fixed by these Bylaws, the number of directors may be determined by either a vote of a majority of the entire Boardor by vote of shareholders. The directors need not be residents of the Marshall Islands nor shareholders of the Corporation. Corporationsmay, to the extent permitted by law, be elected directors.

 

Section 2. How Elected: Except asotherwise provided by law or Section 4 of this Article, the directors of the Corporation (other than the first Board of Directorsif named in the Articles of Incorporation or designated by the Incorporator) shall be elected at the annual meeting of shareholders.Each director shall be elected to serve until the next annual meeting of shareholders and until his/her successor shall have beenduly elected and qualified, except in the event of his/her death, resignation, removal or the earlier termination of his/her termof office.

 

Section 3. Removal: Any or all ofthe directors may be removed, with or without cause, by a vote of the shareholders. Any director may be removed for cause by actionof the Board of Directors.

 

Section 4. Vacancies: Vacanciesin the Board of Directors occurring by death, resignation, the creation of new directorships, the failure of the shareholders toelect the whole board at any annual election of directors, or, except as herein provided, for any other reason, including removalof directors for cause, may be filled either by the affirmative vote of a majority of the remaining directors then in office, althoughless than a quorum, at any special meeting called for that purpose or at any regular meeting of the Board, except as otherwiseprescribed by law or unless the Articles of Incorporation provide that such vacancies or newly created directorships shall be filledby vote of the shareholders. Vacancies occurring by removal of directors without cause may be filled only by vote of the shareholders.

 

Section 5. Regular Meetings: Regularmeetings of the Board of Directors may be held at such time and place as may be determined by resolution of the Board of Directorsand no notice shall be required for any regular meeting. Except as otherwise provided by law, any business may be transacted atany regular meeting.

 

Section 6. Special Meeting: A Specialmeeting of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by any officer of the Corporationwho is also a director. The Secretary shall call a special meeting of the Board upon written request directed to either of themby any two directors stating the time, place and purpose of such special meeting. Special meetings of the Board shall be held ona date and at such time and at such place as may be designated in the notice thereof by the officer calling the meeting.

 

Section 7. Notice of Special Meeting:Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least forty-eighthours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at leasttwenty-four hours prior to such meeting. For the purpose of this Section, notice shall be deemed to have been given to a directorif given personally (including by telephone) or if such notice be delivered to such director by mail, E-mail, telefax, cablegram,telex or teleprinter to his/her last known address. Notice of a meeting need not be given to any director who submits a signedwaiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion thereof,the lack of notice to him/her.

 

Section 8. Quorum: A majority ofthe entire board, present in person or by proxy or by communications equipment, shall constitute a quorum for the transaction ofbusiness.

 

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Section 9. Voting: The vote of themajority of the directors, present in person or by proxy, in communication by telefax or conference telephone, at a meeting atwhich a quorum is present shall be the act of the directors. Any action required or permitted to be taken at a meeting may be takenwithout a meeting if all the members of the Board consent in writing thereto.

 

Section 10. Compensation of Directorsand members of Committees: The board may from time to time, in its discretion, fix the amounts which shall be payable to membersof the Board of Directors and to members of any committee, for attendance at the meetings of the Board or of such committee andfor services rendered to the Corporation.

 

**ARTICLE IV**

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**COMMITTEES**

 

Section 1. Executive Committee and OtherCommittees: The Board may, by resolution or resolutions passed by a majority of the entire Board, designate from among itsmembers an Executive Committee to consist of one or more of the directors of the Corporation, which, to the extent provided insaid resolution or resolutions, or in these Bylaws, shall have and may exercise, to the extent permitted by law, the powers ofthe Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the sealof the corporation to be affixed to all papers which may require it. In addition, the Board of Directors may, by resolution orresolutions passed by a majority of the entire Board, designate from among its members other committees to consist of one or moredirectors of the Corporation, each of which shall perform such function and have such authority and powers as shall be delegatedto it by said resolution or resolutions or as provided for in these Bylaws, except that only the Executive Committee may have andexercise the powers of the Board of Directors. Members of the Executive committee and any other committee shall hold office forsuch period as may be prescribed by the vote of the majority of the entire Board of Directors, subject, however, to removal atany time by the vote of the Board of Directors. Vacancies in the membership of such committees shall be filled by vote of the Boardof Directors. Committees may adopt their own rules of procedure and may meet at stated times or on such notice as they may determine.Each committee shall keep a record of its proceedings and report the same to the Board when requested.

 

**ARTICLE V**

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**OFFICERS**

 

Section 1. Number and Designation:The Board of Directors shall appoint a secretary. In addition, the Board of Directors may appoint such other officers as it deemsnecessary. Officers may be of any nationality, need not be residents of the Marshall Islands and may be, but are not required tobe, directors. Officers of the Corporation may be natural persons, corporations or other business entities. If an officer is corporationor other business entity, the duties of such officer may be carried out by any duly authorized representative of such corporationor other business entity acting in its name. Any two (2) or more offices may be held by the same natural person, corporation orother business entity .

 

The officers shall be appointed annuallyby the Board of Directors at its first meeting following the annual election of directors, but in the event of the failure of theBoard to so appoint any officer, such officer may be appointed at any subsequent meeting of the Board of Directors. The salariesof the officers and any other compensation paid to them shall be fixed from time to time by the Board of Directors. The Board ofDirectors may at any meeting appoint additional officers. Each officer shall hold office until the first meeting of the Board ofDirectors following the next annual election of directors and until his/her successor shall have been duly appointed and qualified,except in the event of the earlier termination of his/her term of office through death, resignation, removal or otherwise. Anyofficer may be removed by the Board at any time with or without cause. Any vacancy in an office may be filled for the unexpiredportion of the term of such office by the Board of Directors at any regular or special meeting.

  

Section 2. President or Managing Director(if applicable): The President or Managing Director shall be the Chief Executive Officer of the Corporation and shall havethe general management of the affairs of the Corporation, together with the powers and duties usually incident to the office ofPresident or Managing Director, except as specifically limited by appropriate written resolution of the Board of Directors andshall have such other powers and perform such other duties as may be assigned to him/her by the Board of Directors. If a naturalperson, the President or Managing Director shall preside at all meetings of shareholders at which he/she is present and if he/sheis a director, at all meetings of the directors.

 

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Section 3. Treasurer (if applicable):The Managing Director or, if there shall be no Managing Director, the Treasurer shall have general supervision over the care andcustody of the funds, securities and other valuable effects of the Corporation and shall deposit the same or cause the same tobe deposited in the name of the Corporation in such depositories as the board of directors may designate, shall disburse the fundsof the Corporation as may be ordered by the Board of Directors, shall have supervision over the accounts of all receipts and disbursementsof the Corporation, shall, whenever required by the Board, render or cause to be rendered financial statements of the Corporation,shall have the power and perform the duties usually incident to the office of Treasurer; and shall have the powers and performsuch other duties as may be assigned to him/her/it by the Board of Directors, Managing Director or President.

 

Section 4. Secretary: The Secretaryshall, if a natural person, act as Secretary of all meetings of the shareholders and of the Board of Directors at which he/sheis present. The secretary shall have supervision over the giving and serving of notices of the Corporation; shall be the custodianof the corporate records and of the corporate seal of the Corporation; shall be empowered to affix the corporate seal to thosedocuments, the execution of which, on behalf of the corporation under its seal, is duly authorized and when so affixed may attestthe same, and shall exercise the powers and perform such other duties as may be assigned to him/her/it by the Board of Directors,Managing Director or the President.

 

Section 5. Other Officers: Officersother than those treated in section 2 through 4 of this article shall exercise such powers and perform such duties as may be assignedto them by the Board of Directors or by the President or Managing Director.

 

Section 6. Bond: The Board of Directorsshall have the power to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bondfor the faithful discharge of his/her duties in such form and with such surety or sureties as the Board of Directors may deem advisable.

 

**ARTICLE VI**

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**CERTIFICATES FOR SHARES**

 

Section 1. Form and Issuance: Theshares of the Corporation shall be represented by certificates in a form meeting the requirements of law and approved by the Boardof Directors. Certificates shall be signed by an Officer and/or a Director. Signatures of the Officer and/or Director may be facsimilesif the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee.

 

Section 2. Transfer: The board ofdirectors shall have the power to make such rules and regulations as they may deem expedient concerning the issuance, registrationand transfer of certificates representing shares of the corporation's stock, and may appoint transfer agents and registrars thereof.

 

Section 3. Loss of Stock Certificates:The Board of Directors may direct a new certificate or certificates of stock to be issued in place of any certificate or certificatesthereof issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, theBoard of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lostor destroyed certificate or certificates, or his/her representative, to advertize the same in such manner as it shall require and/orgive the Corporation a bond in such sum as it may direct against any claim that may be made against the Corporation with respectto the certificate alleged to have been lost or destroyed.

 

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**ARTICLE VII**

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**DIVIDENDS**

 

Section 1. Declaration and Form:Dividend may be declared in conformity with law by, and at the discretion of, the board of Directors at any regular or specialmeeting. Dividends may be declared and paid in cash, stock, or other property of the Corporation.

 

**ARTICLE VIII**

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**CORPORATE SEAL**

 

Section 1. Corporate Seal: The sealof the Corporation, if any, shall be circular in form, with the name of the corporation in the circumference and such other appropriatelegend as the Board of directors may from time to time determine.

 

 

**ARTICLE IX**

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**FISCAL YEAR**

 

Section 1. Fiscal Year: The fiscalyear of the corporation shall be such period of twelve consecutive months as the Board of Directors may by resolution designate.

 

**ARTICLE X**

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**AMENDMENTS**

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Section 1. By the Shareholders:These Bylaws may be amended, added to, altered or repealed or new Bylaws may be adopted, at any meeting of the shareholders ofthe Corporation by the affirmative vote of the holders of a majority of the stock present and voting at such meeting provided noticethat an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.

 

Section 2. By the Directors: Ifthe Articles of Incorporation so provide, these Bylaws may be amended, added to, altered or repealed or new Bylaws may be adopted,at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the entire Board, subject,however, to the power of the shareholders to alter, amend or repeal any Bylaw as adopted.

 

**ARTICLE XI**

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**INDEMNIFICATION**

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Section 1. The Corporation shall indemnifyits directors and officers to the full extent of its powers granted under the provisions of, and in the situations described in,Section 60 of the Business Corporation Act.

 

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