OMEGA BRANDS INC. - FORM S-1 - December 20, 2012

Attached files

file	filename
EX-3.1 - OMEGA BRANDS INC.	ex3-1.txt
EX-5.1 - OMEGA BRANDS INC.	ex5-1.txt
EX-3.2 - OMEGA BRANDS INC.	ex3-2.txt
EX-23.2 - OMEGA BRANDS INC.	ex23-2.txt
EX-10.1 - OMEGA BRANDS INC.	ex10-1.txt

As filed with the Securities and Exchange Commission on December 20, 2012
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TRANSLATION GROUP INC.
(Exact name of Registrant as specified in its charter)

Nevada 8900 EIN 33-1225672
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)

Kamilya Kucherova
TRANSLATION GROUP INC.
311 S DIVISION STREET, CARSON CITY NV 89703-4202
Tel: (702) 425 3296
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Copies to:
Thomas E. Stepp, Jr.
Stepp Law Corporation
15707 Rockfield Boulevard, Suite 101
Irvine, California 92618
Phone: (949) 660-9700
Fax: (949) 660-9010
tes@stepplawgroup.com

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X[

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller Reporting Company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered (1) per Share (2) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 5,000,000 $ 0.02 $100,000 $ 13.64
===========================================================================================================

(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

PRELIMINARY PROSPECTUS DATED DECEMBER 20, 2012 SUBJECT TO COMPLETION

TRANSLATION GROUP INC.

UP TO A MAXIMUM OF 5,000,000 COMMON SHARES
AT $0.02 PER COMMON SHARE

This is the initial offering of common stock of TRANSLATION GROUP INC. and no
public market currently exists for the securities being offered.

We are offering for sale up to a maximum of 5,000,000 common shares at a fixed
price of $0.02 per common share. There is no minimum number of common shares
that must be sold by us for the offering to proceed, and we will retain the
proceeds from the sale of any of the offered common shares. The amount raised
may be minimal and there is no assurance that we will be able to raise
sufficient amount to cover our expenses and may not even cover the costs of the
offering.

The shares are being offered at a fixed price of $0.02 per share for a period of
one year from the effective date of this prospectus. The offering shall
terminate on the earlier of (i) the date when the sale of all 5,000,000 shares
is completed, (ii) when the Board of Directors decides that it is in the best
interest of the Company to terminate the offering prior the completion of the
sale of all 5,000,000 shares registered under the Registration Statement of
which this Prospectus is part or (iii) one year after the effective date of this
prospectus. The offering will not be extended beyond one year.

We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").

We will be subject to limited reporting obligations as an emerging growth
company and will be subject to limited reporting obligations as mentioned in our
risk factors on page 8.

No arrangements have been made to place funds into escrow or any similar
account. Kamilya Kucherova , our officer and director, intends to sell the
common shares directly. No commission or other compensation related to the sale
of the common shares will be paid to Mrs.Kucherova.

Title of Securities Offering Price Maximum Offering
to be Offered Number of Offered Shares Per Share Proceeds
------------- ------------------------ --------- --------

Common Stock 5,000,000 (100% of offered shares) $0.02 $100,000
Common Stock 3,750,000 (75% of offered shares) $0.02 $ 75,000
Common Stock 2,500,000 (50% of offered shares) $0.02 $ 50,000
Common Stock 1,250,000 (25% of offered shares) $0.02 $ 25,000

Translation Group Inc. is a development stage company and currently has limited
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase common shares if you can afford a loss of your
investment. Our independent registered public accountant has issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

There is no market for our securities. Our common stock is presently not traded
on any market or securities exchange and we have not applied for listing or
quotation on any public market.

Consider carefully the risk factors beginning on page 5 in this prospectus.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ____________, 2012

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
RISK FACTORS 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 12
USE OF PROCEEDS 12
DETERMINATION OF OFFERING PRICE 13
DILUTION 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 14
DESCRIPTION OF BUSINESS 19
EMPLOYEES AND EMPLOYMENT AGREEMENTS 22
PROPERTIES 22
LEGAL PROCEEDINGS 22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 22
EXECUTIVE COMPENSATION 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25
PLAN OF DISTRIBUTION 26
DESCRIPTION OF SECURITIES 27
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 28
EXPERTS 28
LEGAL MATTERS 28
AVAILABLE INFORMATION 28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 28
INDEX TO THE FINANCIAL STATEMENTS F-1

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "TRANSLATION GROUP INC." REFERS TO TRANSLATION GROUP INC. BECAUSE
THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT
TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT
DECISION TO PURCHASE OUR COMMON STOCK.

The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus. Prospective investors should consider carefully the
information discussed under "RISK FACTORS" and "USE OF PROCEEDS" sections,
commencing on pages and , respectively. An investment in our securities presents
substantial risks, and you could lose all or substantially all of your
investment.

General Translation Group Inc. was incorporated under
the laws of the state of Nevada on August 28,
2012.

Our principal executive offices are located
at 311 S Division street, Carson City NV
89703. Our phone number is (702) 425 3296

Business We are a development stage company formed to
provide online job marketplace that connects
people or companies in need of professional
translation and translators around the world.

Going Concern From inception until the date of this filing,
we have had no revenues and very limited
operating activities. Our financial
statements from inception August 28, 2012
through October 31, 2012 reports no revenue
and net loss of $170. In the opinion of our
independent auditor on our financial
statements as of October 31, 2012, our
auditors have indicated that there is
substantial doubt about our ability to
continue as a going concern.

Market for our common stock Our common stock is not quoted on a market or
securities exchange. We cannot provide any
assurance that an active market in our common
stock will develop. We intend to quote our
common shares on a market or securities
exchange.

Risk Factors See "Risk Factors" and other information in
this prospectus for a discussion of the
factors you should consider before deciding
to invest in shares of our common stock.

Common shares outstanding
prior to Offering 5,000,000

Common Shares Being Offered 5,000,000 self-underwritten, best-efforts
offering with no minimum subscription
requirement.

Duration of the Offering: The offering shall terminate on the earlier
of
(i) the date when the sale of all 5,000,000
common shares is completed;
(ii) one year from the date of this
prospectus; or
(iii) prior to one year at the sole
determination of the board of directors.

SELECTED FINANCIAL DATA

The summarized financial data presented below is derived from, and should be
read in conjunction with, our financial statements and related notes from August
28, 2012 (date of inception) to October 31, 2012, included on Page F-1 in this
prospectus.

As of
October 31, 2012
----------------
BALANCE SHEET
Total Assets $ 5,100
Total Liabilities $ 270
Stockholders'Equity $ 4,830

Period from
August 28, 2012
(date of inception) to
October 31, 2012
----------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 170
Net Loss $ 170

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS
PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS
OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE
SERIOUSLY HARMED. THE TRADING PRICE OF OUR COMMON STOCK, WHEN AND IF WE TRADE AT
A LATER DATE, COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT.

RISKS ASSOCIATED WITH OUR BUSINESS

1. We are a development stage company but have not yet commenced significant
operations. We expect to incur operating losses for the foreseeable future.

We were incorporated on August 28, 2012 and, to the date, have been involved
primarily in organizational activities. We have not yet commenced business
operations. Further, we have not yet fully developed our business plan, or our
management team, nor have we targeted or assembled any real or intangible
property rights. Accordingly, we have no way to evaluate the likelihood that our
business will be successful.

We have not earned any revenues as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
internet sales companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
operations that we plan to undertake.

These potential problems include, but are not limited to, unanticipated problems
relating to the ability to generate sufficient cash flow to operate our
business, and additional costs and expenses that may exceed current estimates.

We anticipate that we will incur increased operating expenses without realizing
any revenues. We expect to incur significant losses into the foreseeable future.
We recognize that if the effectiveness of our business plan is not forthcoming,
we will not be able to continue business operations. There is no history upon
which to base any assumption as to the likelihood that we will prove successful,
and it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail. on our ability to raise financing. As a result,
there is substantial doubt about our ability to continue as a going concern.

We have accrued net losses of $170 for the period from our inception on August
28, 2012 through October 31, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operation. Further, the finances required to fully develop our plan cannot be
predicted with any certainty and may exceed any estimates we set forth. These
factors raise substantial doubt that we will be able to continue as a going
concern. MaloneBailey LLP our independent registered public accountant, has
expressed substantial doubt about our ability to continue as a going concern.
This opinion could materially limit our ability to raise funds. If we fail to
raise sufficient capital, we will not be able to complete our business plan. As
a result we may have to liquidate our business and you may lose your investment.
You should consider our independent registered public accountant's comments when
determining if an investment in Translation Group Inc is suitable.

If we experience a shortage of funds prior to funding during the next 12 months,
we may utilize funds from Kamilya Kucherova , our sole officer and director, who
has informally agreed to advance funds to allow us to pay for professional fees,
including fees payable in connection with the filing of this registration
statement and operation expenses, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. We will
require the funds from this offering to proceed.

If we are successful in raising the funds from this offering, we plan to
commence activities to raise the funds required for the development program. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work or activities of the development
program.

2. We have no track record that would provide a basis for assessing our
ability to conduct successful business activities. We may not be successful
in carrying out our business objectives.

The revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in implementing our business plan.
There is a substantial risk that we will not be successful in implementing our
business plan, or if initially successful, in thereafter generating any
operating revenues or in achieving profitable operations.

3. Because we are small and do not have much capital, our marketing campaign
may not be enough to attract sufficient clients to operate profitably. If
we do not make a profit, we will suspend or cease operations.

Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.

4. Our translators will need good skills in different translations field
(commercial translation, medical ,technical fields, experience with legal
documents, etc.).

Many small translation businesses struggle because they only offer one type of
product or service. We may have the risk of losing the continuity of our future
income and will have to constantly look for new clients. We should try to create
different levels of language services and products as this will bring repeat
customers.

5. If we do not attract customers, we will not make a profit, which will
ultimately result in a cessation of operations.

We currently have no customers to purchase any services from us. We have not
identified any customers and we cannot guarantee we ever will have any
customers. Even if we obtain customers, there is no guarantee that we will
generate a profit. If we cannot generate a profit, we will have to suspend or
cease operations. You are likely to lose your entire investment if we cannot
sell our services with prices which generate a profit.

6. We will operate in a highly competitive environment. If we are unable to
successfully compete with others businesses , the financial condition of
our business could be materially adversely effected.

7. We have to keep up with rapid technological change.

Our future success will depend on our ability to deliver our clients competitive
and good quality results. Our failure to adapt rapidly changing technologies
would likely lead to substantial reduction in the fees we would be able to
charge versus our competitors who have more rapidly adopted improved technology.
Any reduction of fees would adversely impact our revenue.

8. Our sole officer and director will own 50% or more of our outstanding
common stock if the maximum offering is obtained and therefore will make
and control corporate decisions that may be disadvantageous to minority
shareholders.

If the maximum offering shares is sold Kamilya Kucherova, our sole officer and
director, will own 50% of the outstanding shares of our common stock.
Accordingly, she will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. The
interests of Mrs.Kucherova may differ from the interests of the other
stockholders and may result in corporate decisions that are disadvantageous to
other shareholders.

9. Revenues derived from international operations, and a downturn in
international commerce, could severely impact results of operations.

A portion of the Company's business could be conducted outside the United
States. International trade is influenced by many factors, including economic
and political conditions, employment issues, currency fluctuations and laws
relating to tariffs, trade restrictions, foreign investments and taxation. As a
result, the Company's operations are subject to various risks such as loss of
revenue due to the instability of foreign economies, currency fluctuations and
devaluations, adverse tax policies and governmental activities that may limit or
disrupt markets, restrict payments or the movement of funds or result in the
deprivation of contract rights

10. We may face damage to our professional reputation if our future clients are
not satisfied with our services. In this case, it is unlikely that we will
be able to obtain future engagements. If we are unable to obtain
engagements, investors are likely to lose their entire investment.

As a translation service firm, we depend and will continue to depend to a large
extent on referrals and new engagements from our former customers as we will
attempt to establish a reputation for professional service company and integrity
to attract and customers. As a result, if a customer is not satisfied with our
services, such lack of satisfaction may be more damaging to our business than it
may be to other businesses. Accordingly, no assurances can be given that we will
obtain customers in the foreseeable future.

11. There is no minimum offering amount or separate escrow account. You may
lose your investment.

There is no minimum offering amount. Your funds will not be placed in an escrow
or trust account. Accordingly, if we file for bankruptcy protection or a
petition for involuntary bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according to the
bankruptcy laws. If a creditor sues us and obtains a judgment against us, the
creditor could garnish the bank account and take possession of the
subscriptions. As such, it is possible that a creditor could attach your
subscription which could preclude or delay the return of money to you. Further,
our sole officer and director will have the power to appropriate the $100,000 if
we raise. As such, they could take the funds without your knowledge for their
own use. If that happens, you will lose your investment and your funds will be
used to pay creditors.

12. We are a small start-up business with one employee, our sole officer and
director, who will be devoting limited time to our operations.

As a result, we will have difficulty competing with more well established
translation services that have substantially more assets and personnel than we
do. As a result, our potential revenues could be effectively reduced.

13. Any failure to offer high-quality customer's services may adversely affect
our relationships with our future customers and our financial results.

We may be unable to respond quickly enough to accommodate short-term increases
in customer demand for support services. We also may be unable to modify the
format of our support services to compete with changes in support services
provided by our competitors. Increased customer demand for these services,
without corresponding revenues, could increase costs and adversely affect our
operating results. In addition, our sales process will be highly depend on
business reputation and on positive recommendations from customers. Any failure
to maintain high-quality technical support, or a market perception that we do
not maintain high-quality support, could adversely affect our reputation, our
ability to sell our services and our future profitability.

14. If we are unable to maintain favorable terms with our future translators or
translations companies, our future profitability may be adversely affected.

The success of our business will depend in part on our ability to retain and
increase the number of translators who will use our service. If translators
decide that our services no longer effective means of selling their services,
they may demand a higher percentage of the revenue. This would decrease our
gross profit.

Our operating results will be affected if we are unable to attract new
translators of different languages in numbers sufficient to grow our business.
If we will be able to attract new translators and may not be able to retain or
attract translators in sufficient numbers to grow our business then we may be
required to incur significantly higher marketing expenses or accept lower
margins in order to attract new translators. Decrease in future merchant growth
would have an adverse effect on our business, financial condition and results of
operation.

15. Government regulation of the internet and e-commerce is evolving, and
unfavorable changes or failure by us to comply with these regulations could
substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations
and laws specifically governing the internet and e-commerce. Existing and future
regulations and laws could impede the growth of the internet or other online
services. These regulations and laws may involve taxation, tariffs, subscriber
privacy, data protection, content, copyrights, distribution, electronic
contracts and other communications, consumer protection, the provision of online
payment services and the characteristics and quality of services. It is not
clear how existing laws governing issues such as property ownership, sales and
other taxes, libel and personal privacy apply to the internet as the vast
majority of these laws were adopted prior to the advent of the internet and do
not contemplate or address the unique issues raised by the internet or
e-commerce. In addition, it is possible that governments of one or more
countries may seek to censor content available on our websites and applications
or may even attempt to completely block access to our websites. Adverse legal or
regulatory developments could substantially harm our business. In particular, in
the event that we are restricted, in whole or in part, from operating in one or
more countries, our ability to retain or increase our subscriber base may be
adversely affected and we may not be able to maintain or grow our revenue as
anticipated.

New tax treatment of companies engaged in internet commerce may adversely affect
the commercial use of our services and our financial results.

16. Due to the global nature of the internet, it is possible that various
countries might attempt to regulate transmissions or levy sales, income or
other taxes relating to our activities.

Tax authorities at the international, federal, state and local levels are
currently reviewing the appropriate treatment of companies engaged in internet
commerce. New or revised international, federal, state or local tax regulations
may subject us or our subscribers to additional sales, income and other taxes.
We cannot predict the effect of current attempts to impose sales, income or
other taxes on commerce over the internet. New or revised taxes and, in
particular, sales taxes, VAT and similar taxes would likely increase the cost of
doing business online and decrease the attractiveness of advertising and selling
goods and services over the internet. New taxes could also create significant
increases in internal costs necessary to capture data, and collect and remit
taxes. Any of these events could have an adverse effect on our business and
results of operations.

17. As an "emerging growth company" under the JOBS Act, we are permitted to
rely on exemptions from certain disclosure requirements.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.

Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.

RISKS ASSOCIATED WITH THIS OFFERING

18. We do not have a public market in our securities. If our common stock has
no active trading market, you may not be able to sell your common shares at
all.

We do not have a public market for our common shares. Our securities are not
traded on any exchange. We cannot assure you that an active public market will
ever develop. Consequently, you may not be able to liquidate your investment in
the event of an emergency or for any other reason.

19. We do not meet the requirements for our stock to be quoted on NASDAQ,
American Stock Exchange or any other stock exchange and the tradability in
our stock will be limited under the penny stock regulation. The liquidity
of our common stock is restricted as our common stock falls within the
definition of a penny stock.

Under the rules of the Securities and Exchange Commission, if the price of the
registrant's common stock is below $5.00 per share, the registrant's common
stock will come within the definition of a "penny stock." As a result, the
registrant's common stock is subject to the "penny stock" rules and regulations.
Broker-dealers who sell penny stocks to certain types of investors are required
to comply with the Commission's regulations concerning the transfer of penny
stock. These regulations require broker-dealers to:

- Make a suitability determination prior to selling penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell the
registrant's common stock, and may affect the ability to resell the registrant's
common stock.

20. We have not yet adopted of certain corporate governance measures. As a
result, our stockholders have limited protections against interested
director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by
the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market,
as a result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities which are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than necessary, we
have not yet adopted these measures.

Because our sole director is non-independent, we do not currently have
independent audit or compensation committees. As a result, the sole director has
the ability, among other things, to determine her own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our operations.

21. We may be unsuccessful in implementing required internal controls over
financial reporting.

We are not currently required to comply with the SEC's rules implementing
Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to
make a formal assessment of the effectiveness of our internal control over
financial reporting for that purpose. Upon becoming a public company, we will be
required to comply with the SEC's rules implementing Section 302 of the
Sarbanes-Oxley Act of 2002, which will require our management to certify
financial and other information in our quarterly and annual reports and provide
an annual management report on the effectiveness of our internal control over
financial reporting. We will not be required to make our first assessment of our
internal control over financial reporting until the year following our first
annual report required to be filed with the SEC. To comply with the requirements
of being a public company, we will need to create information technology
systems, implement financial and management controls, reporting systems and
procedures and contract additional accounting, finance and legal staff.

Any failure to develop or maintain effective controls, or any difficulties
encountered in our implementation of our internal controls over financial
reporting could result in material misstatements that are not prevented or
detected on a timely basis, which could potentially subject us to sanctions or
investigations by the SEC or other regulatory authorities. Ineffective internal
controls could cause investors to lose confidence in our reported financial
information.

22. Because we do not have an escrow or trust account for your subscription, if
we file for bankruptcy protection or are forced into bankruptcy, or a
creditor obtains a judgment against us and attaches the subscription, you
will lose your investment regardless of the number of securities sold in
the offering.

Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and

take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription. If that happens, you will lose your investment
and your funds will be used to pay creditors.

23. Our sole officer and director has no experience managing a public company
which is required to establish and maintain disclosure controls and
procedures and internal control over financial reporting.

We have never operated as a public company. Kamilya Kucherova , our sole
officer, has no experience managing a public company which is required to
establish and maintain disclosure controls and procedures and internal control
over financial reporting. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations, which are required for
a public company. However, if we cannot operate successfully as a public
company, your investment may be materially adversely affected. Our inability to
operate as a public company could be the basis of your losing your entire
investment in us.

24. We are selling this offering without an underwriter and may be unable to
sell any common shares.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan.

25. We will not be required to provide management's assessment of our annual
report.

Even after we have ceased to be an emerging company, we will not have to provide
an attestation report of our independent registered public accounting firm for
as long as we are a smaller reporting company.

26. The costs to meet our reporting and other requirements as a public company
subject to the Exchange Act of 1934 will be substantial and may result in
us having insufficient funds to expand our business or even to meet routine
business obligations.

If we become a public entity, subject to the reporting requirements of the
Exchange Act of 1934, we will incur ongoing expenses associated with
professional fees for accounting, legal and a host of other expenses for annual
reports .We do not intend to register under Section 12 of the Securities
Exchange Act until and unless we are required to do so. We estimate that these
costs could range up to $35,000 per year for the next few years and will be
higher if our business volume and activity increases but lower during the first
year of being public because our overall business volume will be lower, and we
will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002. As a result, we may not have sufficient funds to grow our
operations

27. We may be exposed to potential risks and significant expenses resulting
from the requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

If we become registered with the SEC, we will be required, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
We expect to incur significant continuing costs, including accounting fees and
staffing costs, in order to maintain compliance with the internal control
requirements of the Sarbanes-Oxley Act of 2002. Development of our business will
necessitate ongoing changes to our internal control systems, processes and

information systems. Currently, we have no employees. We do not intend to
develop or manufacture any products, and consequently have no products in
development, manufacturing facilities or intellectual property rights. As we
develop our business, obtain regulatory approval, hire employees and consultants
and seek to protect our intellectual property rights, our, our current design
for internal control over financial reporting will not be sufficient to enable
management to determine that our internal controls are effective for any period,
or on an ongoing basis. Accordingly, as we develop our business, such
development and growth will necessitate changes to our internal control systems,
processes and information systems, all of which will require additional costs
and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.

However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, or the
date we are no longer an emerging growth company. At such time, our independent
registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented,
designed or operating.

28. We may in the future issue additional shares of common stock, which will
dilute share value of investors in the offering.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 5,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis. There is no minimum
offering amount. The offering price per share is $0.02. The following table sets
forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%
respectively, of the securities offered for sale by Translation Group Inc. There
is no assurance that we will raise the full $100,000 as anticipated.

$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------

Legal and accounting fees $11,000 $11,000 $11,000 $11,000
Net proceeds $14,000 $39,000 $64,000 $89,000
The net proceed will be used:
Printing materials $ 500 $ 1,000 $ 2,000 $ 3,000
Website developing English $ 3,000 $ 3,000 $ 3,000 $ 3,000
Website developing Spanish, French,
Portuguese, Chinese, Russian $ 2,000 $ 2,000 $ 2,000 $ 2,000
SEO English $ 3,000 $ 9,000 $12,000 $15,000
Miscellaneous(travel expenses,
international phone calls) $ 1,500 $ 3,000 $ 6,000 $ 8,000
SEO Spanish, French, Portuguese,
Chinese, Russian $ 4,000 $17,000 $26,500 $33,000
Social media advertising(Facebook,
Linkedin, Tweeter) $ -- $ 4,000 $ 6,500 $ 9,000
Hire contractor to maintain web site $ -- $ -- $ 4,000 $ 4,000
Translation our web site into Arabic,
Hindi, German, Korean, Japanese $ -- $ -- $ 2,000 $ 2,000
SEO our web site into Arabic, Hindi,
German, Korean, Japanese $ -- $ -- $ -- $10,000

The above figures represent only estimated costs.

The above figures represent only estimated costs. All proceeds will be deposited
into our corporate bank account. If we raise less than $25,000 in this offering
we may borrow funds from our director. If necessary, Kamilya Kucherova, our sole
officer and director, has verbally agreed to loan up to $25,000 to Translation
Group Inc. No proceeds from this offering will be used to repay Mrs.Kucherova
for any funds advanced for the purpose of completing the registration process.
We will require a minimum funding of approximately $25,000 to conduct our
proposed operations for a minimum period of one year including costs associated
with this offering and maintaining a reporting status with the SEC.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.

DILUTION

The price of the current offering is fixed at $0.02 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since inception on August 28, 2012 Kamilya Kucherova, our sole
officer and director, paid $.001 per share for the 5,000,000 common shares

Assuming completion of the offering, there will be up to 10,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.

Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------
Offering price $0.02 $0.02 $0.02 $0.02
Net tangible book $0.001 $0.001 $0.001 $ .001
value per common
share before offering
Increase per common $0.0095 $0.0082 $0.0063 $0.0038
share attributable to
investors
Pro forma net tangible $0.0105 $0.0091 $0.0073 $0.0048
book value per
common share after
offering
Dilution to investors $0.0095 $0.0109 $0.0127 $0.0052
Dilution as a 48% 54% 63% 76%
percentage of
offering price

Based on 5,000,000 common shares outstanding as of October 31, 2012 and total
stockholder's equity of $4,830 utilizing audited October 31, 2012 financial
statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.

Translation Group Inc. is an online job marketplace that connects people or
companies in need of professional translation with translators around the world.
Anyone who is looking for help with translation can post their work and allow
professional translators to submit bids for the completion of the work.
Translators will benefit by constant source of part-time to full-time work
opportunities, eliminating expense of advertising and avoiding problems of
self-promotion.

We are a development stage corporation and only recently started our operations.
We have not generated or realized any revenues from our business operations. Our
cash balance is $5,100 as of October 31, 2012. We believe our cash balance is
not sufficient to fund our limited levels of operations for any period of time.
We have been utilizing and may utilize funds from Kamilya Kucherova, our sole
officer and director, who has informally agreed to advance funds up to $25,000
to allow us to pay for offering costs, filing fees, and professional fees and
our business plan expenses. Mrs.Kucherova, however, has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. In
order to achieve our business plan goals, we will need the funding from this
offering. We are a development stage company and have generated no revenues to
date. Although we have no assets, we have our first contract and have commenced
operations.

Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
commence operations but we cannot guarantee that once we commence operations we
will stay in business after doing so. If we are unable to successfully find
customers we may quickly use up the proceeds from this offering and will need to
find alternative sources. At the present time, we have not made any arrangements
to raise additional cash, other than through this offering.

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.

PLAN OF OPERATION

We will not be conducting any product research or development. We do not expect
to purchase or sell significant equipment. Further we do not expect significant
changes in the number of employees.

We expect to complete our public offering within one year after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand. Once we raise funds from this offering we plan to do the following
activities to expand our business operations.

Our plan of operations is as follows:

1st -2nd month
We plan to purchase domain for our web site. We will hire a contractor to
develop our website in English. We are planning to spend $1,500

3rd -4th month
Finish developing, testing and launching company web site.
We are planning to spend $1,500

5th-6th months
Develop website version for Spanish, French, Portuguese, Chinese and Russian
speaking customers. We will hire a contractor to do this.
We are planning to spend $2,000

7th -8th months
1) We are planning to hire SEO contractors (English language).
We will hire a contractor to help us perform the following: add Search Engine
Optimized (SEO) content to our website profile to help our site have a high page
rank, and to boost customer's traffic. We are planning to spend $500-$2,500
monthly. The amount of funds for advertising will depend on the amount of money
we can raise from these offering.
2) We are planning to hire SEO contractors for Spanish, French, Portuguese,
Chinese and Russian languages.
We will hire a contractor to help us perform the following: add Search Engine
Optimized (SEO) content to our website profile to help our site have a high page
rank, and to boost traffic. We are planning to spend $700-$5,500 monthly. The
amount of funds for advertising will depend on the amount of money we can raise
from these offering.

9th-10th months
We plan to make a profile of our company on social network websites such as
Facebook, Linkedin and Twitter. We will include links to company's profile on
our president's personal social networking pages. We also plan to purchase
advertising space from social network websites by designing and placing banners
which will refer clients to our company profile. Cost $4000-$9,000 .The amount
of funds for advertising will depend on the amount of money we can raise from
these offering.

10th -12th months
1) If we are able to raise 100% ($100,000) or 75% ($75,000) in this offering we
will hire independent contractor to maintain our web site. We are planning to
spend $2,000 monthly.
2) If we are able to raise 100% ($100,000) or 75% ($75,000) in this offering we
will hire independent contractor to translate our website into Arabic, Hindi,
German, Korean and Japanese.
We are going to spend $2,000
3) We If we are able to raise 100% ($100,000) in this offering we will hire
independent contractor to SEO in Arabic, Hindi, German, Korean and Japanese. We
are going to spend $5,000.

Until we start to sell our services, we do not believe that our operations will
be profitable. If we are unable to attract customers to buy our product we may
have to suspend or cease operations. If we cannot generate sufficient revenues
to continue operations, we will suspend or cease operations.

Kamilya Kucherova , our president will be devoting approximately 50% of her time
to our operations. Once we expand operations, and are able to attract more and
more customers to buy our services, Mrs.Kucherova has agreed to commit more time
as required. Because Mrs.Kucherova will only be devoting limited time to our
operations, our operations may be sporadic and occur at times which are
convenient to her. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee that we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.

We have no assurance that we will be successful in raising funds in this
offering or that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to then existing shareholders.

RESULTS OF OPERATION

FROM INCEPTION ON AUGUST 28, 2012 TO OCTOBER 31, 2012

During this period we incorporated the company, prepared a business plan and
executed an Agreement with Ak Nort Translation Agency. Our loss since inception
is $170 for filing costs related to the incorporation of Translation Group Inc.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2012, we had cash in the amount of $5,100 and liabilities of
$270.

Since inception, we have sold 5,000,000 common shares to our sole officer and
director, at a price of $0.001 per share, for aggregate proceeds of $5,000.

To meet our need for cash, we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. We
will attempt to raise the necessary funds to proceed with all phases of our plan
of operation. We will be able to conduct our planned operations using currently
available capital resources for approximately one to two months. As of the date
of this registration statement, the current funds available to Translation Group
Inc. will not be sufficient to continue maintaining a reporting status. Our sole
officer and director, Kamilya Kucherova, has indicated that she may be willing
to provide funds up to $25,000 in the form of a non-secured loan for the next
twelve months as the expenses are incurred if no other proceeds are obtained by
Translation Group Inc. However, there is no contract in place or written
agreement securing this agreement. Management believes if Translation Group Inc.
cannot maintain its reporting status with the SEC, it will have to cease all
efforts directed towards Translation Group Inc. As such, any investment
previously made would be lost in its entirety.

GOING CONCERN

Our auditors have issued a going concern opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. If we are successful in raising the maximum
amount of the offering we anticipate that we will likely be able to operate for
at least one year and have the capital resources required to cover the material
costs with becoming a publicly reporting. Translation Group Inc. anticipates
over the next 12 months the cost of being a reporting public company will be
approximately $10,000.

We are highly dependent upon the success of the private offering of equity, as
described herein. Therefore, the failure thereof would result in the need to
seek capital from other resources such as taking loans, which would likely not
even be possible for Translation Group Inc. However, if such financing were
available, because we are a development stage company with no operations to
date, we would likely have to pay additional costs associated with high risk

loans and be subject to an above market interest rate. At such time these funds
are required, management would evaluate the terms of such debt financing. If
Translation Group Inc. cannot raise additional proceeds via a private placement
of its equity or debt securities, or secure a loan, we would be required to
cease business operations. As a result, investors would lose all of their
investment.

As of the date of this registration statement, the current funds available to
the Company are not sufficient to operate the company or maintain a reporting
status. The company's sole officer and director, Kamilya Kucherova , has
verbally agreed to loan the company up to $25,000 to complete the registration
process and to maintain a reporting status with the SEC in the form of a
non-secured loan for the next twelve months as the expenses are incurred if no
other proceeds are obtained by the Company; however, there is no contract in
place or written agreement securing this agreement. Management believes if the
company cannot maintain its reporting status with the SEC it will have to cease
all efforts directed towards the company. As such, any investment previously
made would be lost in its entirety.

Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. If two-third of shares is sold for the gross
proceeds of $66,000 it will likely allow us to operate for at least one year and
have the capital resources required to cover the material costs with becoming a
publicly reporting company. The company anticipates over the next 12 months the
cost of being a reporting public company will be approximately $10,000. We do
not believe that we will generate enough revenue to cover costs associated with
being a publicly reporting company in the first 12 months.

Management believes that if we sell two-third of the shares in this offering so
that we can complete our development program, we will likely generate revenue in
2014. However, there is no assurance that we will be able to sell two-third of
the shares or will ever generate revenue.

Management believes that current trends toward lower capital investment in
start-up companies, volatility in the internet sales market pose the most
significant challenges to our success over the next year and in future years.
Additionally, we will have to meet all the financial disclosure and reporting
requirements associated with being a publicly reporting company. Our management
will have to spend additional time on policies and procedures to make sure it is
compliant with various regulatory requirements, especially that of Section 404
of the Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Translation Group Inc.reports revenues and expenses using the accrual method of
accounting for financial and tax reporting purposes.

DEVELOPMENT STAGE COMPANY

The Company complies with Statement of Financial Accounting Standard ASC 915-15
for its characterization of the Company as development stage. The accompanying
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to development stage companies. A
development-stage company is one in which planned principal operations have not
commenced or if its operations have commenced, there has been no significant
revenues there from. The company discloses the deficit accumulated during the
development stage and the cumulative statements of operations and cash flows
from inception to the current balance sheet date.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

INCOME TAXES

Translation Group Inc. accounts for its income taxes in accordance with
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 740, "Accounting for Income Taxes." Under Statement ASC 740, a liability
method is used whereby deferred tax assets and liabilities are determined based
on temporary differences between basis used of financial reporting and income
tax reporting purposes. Income taxes are provided based on tax rates in effect
at the time such temporary differences are expected to reverse. A valuation
allowance is provided for certain deferred tax assets if it is more likely than
not, that Translation Group Inc. will not realize the tax assets through future
operations.

DESCRIPTION OF BUSINESS

GENERAL

We were incorporated in the state of Nevada on August 28, 2012. Translation
Group Inc. is an online job marketplace that connects people or companies in
need of professional translation with translators around the world. Customers
can post their work need to be translated at our web site and allow professional
translators to submit bids for the completion of the work. Customers will
benefit from placing their work on our marketplace by having their documents
translated at cost-efficient price. Translators will benefit by constant source
of part-time to full-time work opportunities, eliminating expense and time of
advertising. Our principal office address is located at 311 S Division street,
Carson City NV 89703. Our phone number is (702) 425 3296. We are a development
stage company and have not earned any revenue. It is likely that we will not be
able to achieve profitability and will have to cease operations due to the lack
of funding.

OUR SERVICES

We are going to be an internet based translation site. We will charge
translators a commission percentage fee from the translations work sold through
our website.

WEBSITE

Our website will display information about us, our service, our terms and other
information. Web site features: multiple locations, multiple merchants, multiple
categories, subscriber list segmentation, daily emails, simplicity of user
interface to save customer time, quick and effective customer support.

DETAILS OF WEB SITE:

OUR CUSTOMER STEP BY STEP INSTRUSTION:
1) Easy sign up for account
2) Submitting translation jobs is free. Set original language and language to be
translated to. Click on the Upload Files button to open the browse window and
select files for uploading. Upload files which need to be translated. Also user
will select optional features:
* Name of the work and area of translations (Technical, Writing etc.)
* Requirements for translator's skills that relate to the work
* Detail of the work.
* Set up budget of the work
* Dead line
* Accept User Agreement and post the work.
3) Translators around the world will begin to bid on the translation job.
Compare and select bids based on price and rating. Each translator has their own
profile that shows how past users have rated their work. 4) Pay to Translation
Group Inc.
5) Receive completed job.
6) Approve completed job.
7) Translation Group Inc. will release payment to the translator.

OUR TRANSLATOR OR TRANSLATION COMPANY SING UP INSTRUCTION:

1. Complete our short registration form. Create a unique username, provide a
valid email address and confirm reading our Terms and Conditions. No personal
information is requested.
2. Create profile with information about company and/or business to provide
overview of the translator. No personal or contact information is shared.

To provide good quality translation service we will require each translator to
meet the following requirements:

1. Must have over 7 years experience as a professional translator.
2. Must be an accredited member of a recognized translation association.
3. Must be a native speaker of the destination language into which they
are translating.
4. Must have industry experience in the field of the translation.
5. Must have 2 work references from previous translation clients or
companies.

MARKETING AND ADVERTISING OUR SERVICES

We intend to rely on our sole officer and director, Kamilya Kucherova to market
and advertise our services and products. Our goal is to create a customer base.
We will try to recruit customers via email marketing, with social media, and
other marketing. In order to motivate people to subscribe for Daily Deal we will
create special subscription campaigns including these elements:

* use business profiles on social media to promote subscriptions;
* offer credits for signing up and inviting friends.

Our website will allow the Customers to refer translators ("Translations
Referral"). The translators will be referred through e-mail, Facebook and
Twitter. User will get Referral Bonus for successful referrals redeemable in
their next purchase on company website.

MULTILINGUAL WEBSITE

Having multilingual website will bring following advantage:

1) Multilingual web sites allow to enter new markets. Local language search
engines will index site and give new links from within this market area. In most
non-English speaking countries, regional search engines in their native language

play much greater role than English-speaking Google, Yahoo and MSN. Hence, local
languages gain better positions, more new visitors to website (i.e. more
potential customers) and more sales.
2) Company Image. Multilingual sites create an image of a serious and
respectable international business, and will win over visitors from companies
who have not made this effort.
3) Customer-centric approach. It allows your visitors to surf quickly and
efficiently in their own language. This gives your company and products an
advantage over your less prepared competitors. Also our president Mrs.Kucherova
will attend trade fairs, workshops and networking forums that focus on your
target market. She will carry marketing materials such as business cards, flyers
and brochures to hand to potential clients.

THE COMPETITIVE ADVANTAGE OF USING FREELANCERS, CONTRACTORS OR CONSULTANTS

Our translators will be mainly freelancers. Freelancers bring competitive
advantages to their clients by providing knowledge, motivation, flexibility,
objectivity and cost-effectivenes. Customers don't have to pay translator when
there is no work to do. Customers don't have to pay freelancer holiday pay, sick
pay, employment benefits, employers tax. Freelancers look after their own tax
and business affairs. Frelancers also work from their own premises and supply
their own equipment.

Our translators will not use automatic translations or translation software. Our
management believe that only professional human translator will be able to
adjust the flow of the text to replicate the tone, phrasing, style and nuances
of their mother tongue.

We hope that our web site will able to provide online translation services 24
hours a day. This means that as soon as customer submit a project for
translation and accepted translator bid, someone will start work on translation.

We will Guarantee All Translations. We want our customers to be delighted with
translation quality. If customer is not happy with translation, we'll fix it or
refund the money.

Customers do not have to pay the freelancer directly (to avoid being scammed)
and will instead send payment to our Escrow system. Escrow is our safe payment
platform that protects customer funds. We'll keep the money on hold for the
freelancer until he/she delivers the project and after customer let us know that
fully satisfied with the work done. On the other hand, Escrow gives the
freelancer the assurance that the funds are available and he./she can start
working on your project.

AGREEMENT WITH AK NORT TRANSLATION AGENCY

We have executed an agreement with Ak Nort Translation Agency on November 2,
2012. Ak Nort Translation Agency provides quality translation services in
English, Chinese, Spanish, French, Portuguese and Russian. We will offer and
promote these translations services through our web site.

We will offer translations services for Ak Nort Translation Agency on our web
sites, collect funds from the customers and for all sales generated we will
retain commissions of 30% of proceed of the sales.

The agreement continues for one year following the Effective Date(November 2,
2012). Either Party may terminate this Agreement at any time upon 30 days'
written notice sent to the other Party

INDUSTRY OVERVIEW

According to IBISWorld (www.ibisworld.com) industry of translation services has
benefited from globalization and an increasing number of non-native English
speakers in the United States. Industry revenue has increased an annualized rate
of 2.8% to $3.1 billion in the five years to 2012. In spite of this growth, many
clients have been hurt by the recession. As corporate profit fell, businesses
started focusing on reducing costs instead of international expansion. In 2012,
the industry is poised to once again return to growth, driven by an increase in
international trade and tourism. However, continued pricing pressures will limit
revenue growth to 4.8% during the year. While the increase in revenue will help
industry profit improve marginally, pricing pressures will continue to limit
profit growth over the next five years.

COMPETITION

We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell same services in our markets
at competitive prices. Our management expects to face increased competition from
other Internet based translations businesses. Some competitors will accept lower
margins, or negative margins, to attract attention and acquire new customers. To
compete we may be forced to accept lower margins, which may reduce our gross
profit. Some of the well known companies that provide translation services are:
www.proz.com, www.translationdirectory.com, www.translatorscafe.com. Translating
single words is simple compared to translating content unique to a specific
field which is a complex task. To compete with new and existing translation
providers we will focus on improving the accuracy of our translation.

EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES

We are a development stage company and currently have no employees. Kamilya
Kucherova , our sole officer and director, in a non-employee officer and
director of the Company. We intend to hire employees on an as needed basis.

PROPERTIES

Our business address is at 311 S Division street, Carson City NV 89703. These
premises are provided to us by www.bizfilings.com as part of their incorporation
service. We do not have a lease agreement with BizFilings.com regarding these
premises. Our telephone number is (702)- 425 3296

GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the e-commerce.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

Our sole director will serve until his successor is elected and qualified. Our
sole officer is elected by the board of directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The board of directors has no nominating, auditing or compensation
committees.

The names, ages and titles of our executive officers and directors are as
follows:

Name and Address of Executive
Officer and/or Director Age Position Term of Office
----------------------- --- -------- --------------

Kamilya Kucherova 35 Chief Executive Officer, Chief Financial Inception to present
311 S Division Street, Officer and Director
Carson City NV 89703

Kamilya Kucherova has acted as sole officer and director since our incorporation
on August 28, 2012.Kamilya Kucherova graduated from Bashkir State Pedagogical
University, Ufa, Russia in 1999. She has earned a Master's degree
(qualification: Teacher of English and German). From 2000 to 2001 our president
worked as English teacher at College of Trade and Economy, Ufa, Russia. From
2001 to 2008 Kamilya Kucherova worked as Interpreter/translator at BNGE, Ufa,
Russia. From January 2009 to January 2010 Kamilia Kucherova worked as Sales
Executive at Marcus Evans, London, UK. From January 2010 till present Mrs.
Kucherova devoted her time to researching online translation industry. She
researched information in books and on internet. During the last year
Mrs.Kucherova also has attended various ecommerce classes.

Our director was selected based on above mentioned experience in translation
industry as well as an established network of business contacts

Our president will be devoting approximately 50% of his business time to our
operations. Once we expand operations, and are able to attract more merchants
and customers, Kamilya Kucherovahas agreed to commit more time as required.
Because Kamilya Kucherova will only be devoting limited time to our operations,
our operations may be sporadic and occur at times which are convenient to her.
As a result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a cessation of operations.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Kamilya Kucherova ,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.

SIGNIFICANT EMPLOYEES

We have no employees. Our sole officer and director, Kamilya Kucherova , is an
independent contractor to us and currently devotes approximately twenty hours
per week to company matters. After receiving funding pursuant to our business
plan, Mrs.Kucherova intends to devote as much time as necessary to manage the
affairs of Translation Group Inc.

During the past ten years, Mrs.Kucherova has not been the subject to any of the
following events:

1. Any bankruptcy petition filed by or against any business of which
Mrs.Kucherova was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mrs.Kucherova's involvement
in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.

We expect to conduct our business through agreements with consultants and
arms-length third parties. Currently, we have no formal independent contractor
or consulting agreements in place.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on August 28, 2012 until October 31 ,2012:

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------

Kamilya August -0- -0- -0- -0- -0- -0- -0- -0-
Kucherova, 8, 2012
President, to
Treasurer October
and 31, 2012
Secretary

There are no current employment agreements between the company and its officer.
We do not contemplate entering into any employment agreements until such time as

we begin profitable operations. Mrs. Kucherova will not be compensated after the
offering and prior to profitable operations. There is no assurance that we will
ever generate revenues from our operations.

Mrs. Kucherova currently devotes approximately twenty hours per week to manage
the affairs ofTranslationGroup Inc. She has agreed to work with no remuneration
until such time as Translation Group Inc. receives sufficient revenues necessary
to provide management salaries. At this time, we cannot accurately estimate when
sufficient revenues will occur to implement this compensation, or what the
amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

DIRECTOR COMPENSATION

The member of our board of directors is not compensated for his services as a
director. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.

The following table sets forth director compensation as of October 31, 2012:

Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Kamilya -0- -0- -0- -0- -0- -0- -0-
Kucherova

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 29, 2012, we issued a total of 5,000,000 shares of restricted common
stock to Kamilya Kucherova , our sole officer and director in consideration of
$5,000. Mrs.Kucherova is a sole promoter of our company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
common shares owned beneficially as of December 20, 2012 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.

Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Ownership Percentage
----- ---------------- -------------------- ----------
Common Stock Kamilya Kucherova 5,000,000 shares 100%
311 S Division Street
Carson City NV 89703

As of December 20, 2012, there were 5,000,000 shares of our common stock issued
and outstanding.

PLAN OF DISTRIBUTION

Translation Group Inc. has 5,000,000 common shares issued and outstanding as of
the date of this prospectus. Translation Group Inc. is registering up to
5,000,000 common shares for sale at the price of $0.02 per share.

There has been no market for our securities. Our common stock is not traded on
any exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with FINRA for our common stock to be eligible for
trading on the over-the-counter market. We do not yet have a market maker who
has agreed to file such application.

We will sell the 5,000,000 common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common shares using
our best efforts and no one has agreed to buy any of our common shares. This
prospectus permits our sole officer and director to sell the common shares
directly to the public, with no commission or other remuneration payable to them
for any common shares he may sell.

There is no plan or arrangement to enter into any contracts or agreements to
sell the common shares with a broker or dealer. Our officer and director will
sell the common shares and intends to offer them to friends, family members and
business acquaintances.

The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.02 per share.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Tranlsation Group Inc has complied.

In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

There is no minimum amount of common shares we must sell so no money raised from
the sale of our common shares will go into escrow, trust or another similar
arrangement.

The common shares are being offered by Mrs. Kucherova, our sole officer and
director. Mrs.Kucherova will be relying on the safe harbor in Rule 3a4-1 of the
Securities Exchange Act of 1934 to sell the common shares. No sales commission
will be paid for common shares sold by Mr.Kucherova are not subject to a
statutory disqualification and are not associated persons of a broker or dealer.

Additionally, Mrs.Kucherova primarily performs substantial duties on behalf of
the registrant otherwise than in connection with transactions in securities.
Mrs.Kucherova has not been a broker or dealer or an associated person of a
broker or dealer within the preceding 12 months and he has not participated in
selling an offering of securities for any issuer more than once every 12 months
other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the
Securities Exchange Act of 1934.

Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on

the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.

Translation group Inc will pay all expenses incidental to the registration of
the shares (including registration pursuant to the securities laws of certain
states) which we expect to be $10,000.

OFFERING PERIOD AND EXPIRATION DATE

This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) the last day of
the year after the effective date of this prospectus. We will not accept any
money until this registration statement is declared effective by the SEC.

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "TRANSLATION GROUP INC."

RIGHT TO REJECT SUBSCRIPTIONS

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our articles of incorporation do not authorize us to
issue any preferred stock. As of December 20, 2012, there were 5,000,000 common
shares issued and outstanding that was held by one registered stockholder of
record.

COMMON STOCK

The following is a summary of the material rights and restrictions associated
with our common stock.

The holders of our common stock currently have

(i) equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the board of directors of
Translation Group Inc.;
(ii) are entitled to share ratably in all of the assets of Translation
Group Inc. available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of Translation
Group Inc.
(iii) do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights applicable
thereto; and
(iv) are entitled to one non-cumulative vote per share on all matters on
which stock holders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of
common stock which are the subject of this offering, when issued, will
be fully paid for and non-assessable.

We refer you to our Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.

PREFERRED STOCK

We are not authorized to issue preferred stock.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 50% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

NEVADA ANTI-TAKEOVER LAWS

Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.

The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.

The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested

stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws provide that we will indemnify an officer, director, or former
officer or director, to the full extent permitted by law. We have been advised
that, in the opinion of the SEC, indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by
a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by one of our director, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.

EXPERTS

The financial statements of the registrant appearing in this prospectus and in
the registration statement have been audited by MaloneBailey LLP, an independent
registered public accounting firm and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings the outcome of which, in the opinion
of our management, would have a material adverse effect on our business,
financial condition, or results of operation.

LEGAL MATTERS

Stepp Law Corporation opined on the validity of the shares of common stock being
offered hereby.

WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any document
filed as exhibits in this prospectus. If you want more information, write or
call us at:

TRANSLATION GROUP INC.
311 S Division street, Carson City NV 89703
Tel: (702) 425 3296
Attention: Kamilya Kucherova , Chief Executive Officer

Our fiscal year ends on October 31. Upon completion of this offering, we will
become a reporting company and file annual, quarterly and current reports with
the SEC. You may read and copy any reports, statements, or other information we
file at the SEC's public reference room at 100 F Street, Washington D.C. 20549.
You can request copies of these documents, upon payment of a duplicating fee by
writing to the SEC. Please call the SEC at 1-800- SEC-0330 for further
information on the operation of the public reference rooms. Our SEC filings are
also available to the public on the SEC Internet site at http:\\www.sec.gov.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered
public accountant.

TRANSLATION GROUP INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

OCTOBER 31, 2012

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm F-2

Balance Sheet as of October 31, 2012 F-3

Statement of Expenses for the Period from August 28, 2012
(Date of Inception) to October 31, 2012 F-4

Statement of Stockholders' Equity for the Period from August 28, 2012
(Date of Inception) to October 31, 2012 F-5

Statement of Cash Flows for the Period from August 28, 2012
(Date of Inception) to October 31, 2012 F-6

Notes to the Financial Statements F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Translation Group, Inc
(A Development Stage Company)
Carson City, Nevada

We have audited the accompanying balance sheet of Translation Group, Inc. (a
development stage company) (the "Company") as of October 31, 2012, and the
related statements of expenses, changes in stockholders' equity and cash flows
for the period from August 28, 2012 (inception) through October 31, 2012. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of October 31,
2012 and the related results of its operations and its cash flows for the period
from August 28, 2012 (inception) through October 31, 2012 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred losses from
operation since inception. This factor raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to this matter are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP
--------------------------------
www.malone-bailey.com
Houston, Texas

December 19, 2012

F-2

TRANSLATION GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

October 31,
2012
--------
ASSETS

Current Assets
Cash and cash equivalents $ 5,100
--------

Total Current Assets $ 5,100
========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Loan from director $ 270
--------

Total current liabilities 270
--------
Stockholders' Equity:
Common stock, par value $0.001; 75,000,000 shares authorized;
5,000,000 shares issued and outstanding 5,000
Deficit accumulated during the development stage (170)
--------

Total stockholders' equity 4,830
--------

Total liabilities and stockholders' equity $ 5,100
========

See accompanying notes to audited financial statements.

F-3

TRANSLATION GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF EXPENSES

For the
Period from
August 28, 2012
(Inception) to
October 31,
2012
--------
OPERATING EXPENSES
General and administrative $ 170
--------

TOTAL OPERATING EXPENSES 170
--------

LOSS FROM OPERATIONS (170)
--------

NET LOSS $ (170)
========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC AND DILUTED 158,730
========

See accompanying notes to audited financial statements.

F-4

TRANSLATION GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from August 28, 2012 (Inception) to October 31, 2012

Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Balance, August 28, 2012 (Inception) -- $ -- $ -- $ -- $ --

Shares issued October 30, 2012 for
cash at $0.001 per share 5,000,000 5,000 -- -- 5,000

Net loss -- -- -- (170) (170)
--------- ------- ------- --------- ---------

Balance, October 31, 2012 5,000,000 $ 5,000 $ -- $ (170) $ 4,830
========= ======= ======= ========= =========

See accompanying notes to audited financial statements.

F-5

TRANSLATION GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

For the
Period from
August 28, 2012
(Inception) to
October 31,
2012
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (170)
--------
NET CASH USED IN OPERATING ACTIVITIES (170)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 5,000
Loan from director 270
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,270
--------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,100

Cash, beginning of period --
--------

CASH, END OF PERIOD $ 5,100
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
========
Income taxes paid $ --
========

See accompanying notes to audited financial statements.

F-6

TRANSLATION GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012

NOTE 1 - ORGANIZATION , NATURE OF BUSINESS AND GOING CONCERN

Translation Group Inc. ("the Company") was incorporated under the laws of the
State of Nevada on August 28, 2012. Translation Group Inc. is an online job
marketplace that connects people or companies in need of professional
translation with professional translators around the world. Anyone who is
looking for help with translation can post their work and allow professional
translators to submit bids for the completion of the work. Providers of
translation will benefit on placing their work on our marketplace by saving
money without the need to place job ads or provide workspace.

The Company's headquarters are located in the United Kingdom. The Company has
not generated any revenues or incurred any costs in implementing its operating
strategies.

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has not generated any revenues
as of October 31, 2012. The Company currently has limited working capital, and
has not completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of time. These
factors raise substantial doubt about the company's ability to continue as a
going concern.

Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it can be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company has adopted an October 31 fiscal year end.

Development Stage Company

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.

F-7

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Income Taxes

The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely- than-not recognition threshold for all
tax uncertainties. The guidance only allows the recognition of those tax
benefits that have a greater than 50% likelihood of being sustained upon
examination by the various taxing authorities. The Company is subject to
taxation in the United States. All of the Company's tax years are subject to
examination by Federal and state jurisdictions.

The Company classifies penalties and interest related to income taxes as income
tax expense in the Statements of Operations.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is calculated
by dividing the Company's net loss available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted for any potentially dilutive debt or equity. There
were no such common stock equivalents outstanding during the period from August
28, 2012 (Inception) through October 31, 2012.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to
have a significant impact on our results of operations, financial position or
cash flow.

NOTE 3 - COMMON STOCK

On October 30, 2012, the Company issued 5,000,000 shares of common stock for
cash proceeds of $5,000 at $0.001 per share.

The Company had 5,000,000 shares of common stock issued and outstanding as of
October 31, 2012.

NOTE 4 - RELATED PARTY TRANSACTION

The company owes its CEO, Kamilya Kucherova, a total of $270 as of October 31,
2012, in the form of an unsecured loan. The note is due on demand and is
non-interest bearing.

F-8

NOTE 5 - INCOME TAXES

As of October 31, 2012 the Company had a net operating loss carry-forward of
approximately $ 270; which can be used to offset future taxable income and
begins to expire in 2031. Should a change in ownership occur net operating loss
carry forwards can be limited as to use in future years.

NOTE 6 - SUBSEQUENT EVENTS

Translation Group Inc. paid $3,000 for web site development and have bought
server for web site on December 14, 2012.

F-9

[Back Page of Prospectus]

PROSPECTUS

5,000,000 SHARES OF COMMON STOCK

TRANSLATION GROUP INC.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL _____________ ___, 2012, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as
follows:

SEC Registration Fee $ 13.64
Printing Expenses $ 86.36
Accounting Fees and Expenses $ 600.00
Auditor Fees and Expenses $ 4,000.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 3,300.00
----------
TOTAL $11,000.00
==========

----------
(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Translation Group Inc. bylaws allow for the indemnification of the officer
and/or director in regards each such person carrying out the duties of his or
her office. The board of directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he has met the applicable standard of conduct set forth under
the Nevada Revised Statutes.

As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Translation Group
Inc., we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. On October 29, 2012 Translation Group
Inc.. offered and sold 5,000,000 common shares to our sole officer and director,
Kamilya Kucherova , for a purchase price of $0.001 per share, for aggregate
offering proceeds of $5,000. Translation Group Inc.. made the offer and sale in
reliance on the exemption from registration afforded by Section 4(2) to the
Securities Act of 1933, as amended on the basis that the securities were offered
and sold in a non-public offering to a "sophisticated investor" who had access
to registration-type information about Translation Group Inc. No commission was
paid in connection with the sale of any securities and no general solicitations
were made to any person.

II-1

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number Description of Exhibit
------ ----------------------

3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Agreement dated November 2, 2012, by and between the Ak Nort
Translation Agency and TRANSLATION GROUP INC
23.1 Consent of Legal Counsel (contained in exhibit 5.1)
23.2 Consent of MaloneBailey LLP

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;

ii. Reflect in the prospectus any facts or events arising after the
effective date of which, individually or together, represent a
fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered, if the total dollar
value of securities offered would not exceed that which was
registered and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC in accordance with Rule 424(b) of
this chapter, if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and

iii. Include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered,
and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

II-2

(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to
sell the securities to the purchase, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchase and will be considered to offer or sell such securities to
such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed
pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and

iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Form S-1 and has authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Carson City, Nevada on December 20, 2012

TRANSLATION GROUP INC.

By: /s/ Kamilya Kucherova
----------------------------------------
Name: Kamilya Kucherova
Title: Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive, Financial
and Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Kamilya Kucherova
---------------------------- Principal Executive Officer, December 20, 2012
Kamilya Kucherova Controller
Principal Financial Officer,
Director

II-4

EXHIBIT INDEX

Number Description of Exhibit
------ ----------------------

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