Exhibit 10.2


 


STOCK PURCHASE AGREEMENT
FOR


REYNALDOS MEXICAN FOOD COMPANY,
INC.


 


THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made as of the day of November 24, 2022, by and among Small Cap Compliance, LLC, a company located
in Scottsdale, Arizona, (the “Seller”), and Chi Ching Hung, an individual residing in Hong Kong (the
“Purchaser”). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the “Parties”.


 


RECITALS


 


WHEREAS the Seller owns a total
of 1,000,000 shares of Convertible Series A Preferred Stock, in Reynaldos Mexican Food Company, Inc., a Nevada corporation (“RYNL”,
the “Company”) and wishes to sell 1,000,000 of such shares (the “Shares”). These shares represent the majority
control.


 


WHEREAS the Purchaser wishes to purchase
all the Shares for a total purchase price of $240,000 USD (the “Purchase Price”),


 


WHEREAS the Seller proposes
to sell the Preferred Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Shares from the Seller
on the terms set forth herein,


 


IN CONSIDERATION of the promises,
representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


	1.	PURCHASE AND SALE AND CLOSING



 


1.1           
Conditions to Closing. It is agreed that (a) a non-refundable deposit of $120,000 Shall be remitted to the Seller upon execution
of this agreement, and funds consisting of the remaining Purchase Price of $120,000 shall be remitted to the Seller on or before December
5, 2022 as closing, and (b) the said shares will be cancelled, and (c) new shares will be issued in book entry form as follows”.


 


Chi Ching Hung


 


10,000,000 Convertible Series A Preferred Shares
at $.001 100,000,000 Common Stock at $.001


 


 


1.2           
Termination. In the event the signing and remittance of the deposit of $120,000 pursuant to this Agreement is not completed
on or before November 30, 2022, this Agreement shall terminate.


 


 


 






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		1.3	Remittance of Funds. The funds shall be remitted to Seller’s account as follows:



 





	


WIRE INSTRUCTIONS



	 
	 	Account Name:	SCC Transfer, LLC
	 	 	P.O. Box 26496, Scottsdale, AZ 85255
	 	Bank:	Wells Fargo
	 	 	 
	 	Account:	7106581163
	 	 	 
	 	ABA:	121000248
	 	 	 
	 	SWIFT:	WFBIUS6SXXX






 


	2.	REPRESENTATIONS AND WARRANTIES OF THE SELLER



 


2.1           
The Seller warrants, covenants, and represents to the Purchaser with the intention of inducing the Purchaser to enter into this
Agreement that:


 


(a)           
The Seller represents and warrants that the Shares being sold pursuant to this Agreement represents 100 percent of RYNL Convertible
Preferred Class A Stock owned by the Seller.


 


(b)           
Immediately prior to and at the Closing, the Seller has the legal right and authority to sell the Preferred Shares to the Purchaser
and on the Closing Date and Seller shall cancel her outstanding Preferred Shares and issue the said shares to the Purchaser free and clear
of all liens, restrictions, covenants or adverse claims of any kind or character.


 


(c)           
The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed
and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed
by the Seller.


 


(d)           
The Seller, during the past ninety (90) days, has been a ten percent (10%) or greater shareholder or an “affiliate”
of RYNL as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the “Securities
Act”).


 


(e)           
To the best of Seller’ knowledge, information and belief, there are no circumstances that may result in any material adverse
effect to RYNL or the value of the Shares that are now in existence or may hereafter arise.


 


(f)            
The Seller agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate
the purposes of this Agreement.


 


(g)           
The Seller has reinstated the Company with NVSOS and is currently listed as the Company’s sole officer and director.


 


(h)           
The Seller has paid all transfer agent fees and the company is current with Signature Stock Transfer Company.


 


 


 






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(i)            
The Seller has submitted the Form 10 for RYNL, will complete all responses to SEC comments and pay all fees to GlobalOne Filings
for Edgar submission.


 


(j)            
The Seller has paid the OTC Markets Disclosure fees and the Company’s subscription expires on April 15, 2023.


 


(k)           
The Purchaser should engage a broker-dealer firm to submit Form 211 and pay any fees therein directly to the broker-dealer firm
upon filing a Form 8-K to merge an operating entity in order to remove the Caveat Emptor.


 


	3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER



 


3.1           
The Purchaser represents and warrants to the Seller with the intention of inducing the Seller to enter into this Agreement that:


 


(a)           
The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby
contemplated and this Agreement has been validly executed by the Purchaser.


 


(b)           
The Purchaser is acquiring the Preferred Shares as principal for the Purchaser’s ownaccount, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has
a direct or indirect beneficial interest in the Shares.


 


	4.	MISCELLANEOUS



 


4.1           
The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge
that they fully understand the provisions of this Agreement.


 


4.2           
Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars.


 


4.3           
There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement
except as herein specified.


 


 4.4            The notice addresses of the Parties hereto are as follows:




 


		Seller:	Small Cap Compliance, LLC PO Box 26496
	 	 	Scottsdale, AZ 85255
	 	 	 
	 	Purchaser:	Chi Ching Hung
	 	 	Rooms 3229-3231 32/F Sun Hung Kai Centre
	 	 	30 Harbour
Road
	 	 	Wanchai 0000
	 	 	Hong Kong






 


 


 






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4.5           
Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought
against any of the parties in the courts of the State of Florida located in Orange, Florida, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue
laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.


 


4.6           
The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale
of the Shares and shall continue in full force and effect for a period of one year.


 


4.7           
This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together
constitute one and the same instrument.


 


4.8           
Delivery of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one
of this Agreement.


 


 


[Signature page to follow.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of date written below.


 


 


	“SELLER”	 
	 	 
	/s/ Rhonda Keaveney	 
	Name: Rhonda Keaveney	 
	Small Cap Compliance, LLC	 
	Date:
November 24, 2022	 
	 	 
	 	 
	 	 
	“PURCHASER”	 
	 	 
	/s/ Chi Ching Hung	 
	Name: Chi Ching
Hung	 
	Date: November 24, 2022	 






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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