STOCK PURCHASE AGREEMENTFOR REYNALDOS MEXICAN FOOD COMPANY,INC.

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:

1.1            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.

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.

(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.

3.1            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 own account, 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.

4.1            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:

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.]

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