UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: October 31, 20202021

[  ]☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-182566

CGS INTERNATIONAL, INC.

CGS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

1111 South RoomRoop Street, #100 Carson City, NV 89702

(Address of principal executive offices) (Zip Code)

+52-55-5360-689063-28-4412-083

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]☒     No [  ]☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X]☒     No [  ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]☒     No [  ]☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 76,000,00016,990,013 common shares issued and outstanding as of July 16,December 7, 2021.

CGS INTERNATIONAL, INC.

QUARTERLY REPORT

TABLE OF CONTENTS

CGS INTERNATIONAL, INC.

CONDENSED FINANCIAL STATEMENTS

October 31, 2021

Unaudited

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

BALANCE SHEETS

(UNAUDITED)

CGS INTERNATIONAL, INC.

CONDENSED FINANCIAL STATEMENTS

October 31, 2020

Unaudited

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

CONDENSED BALANCE SHEETS

(UNAUDITED)

CGS International, Inc. (formerly Tactical Services Inc.) was incorporated in the State of Nevada as a for-profit Company on April 17, 2012.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit of $214,105 and has an accumulated deficit of $290,105. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management is currently looking at various options and investment opportunities. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavours or opportunities which could significantly and materially restrict the Company’s operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

a)Basis of Presentation 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of October 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the six months ended October 31, 2020, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 10-K filed on July XX, 2021.

b)Use of Estimates 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)Cash and Cash Equivalents 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of October 31, 2020 and April 30, 2020, the Company had no cash equivalents.

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

3.	Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit of $238,866 and has an accumulated deficit of $238,866. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
	Management is currently looking at various options and investment opportunities. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavours or opportunities which could significantly and materially restrict the Company’s operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies(Continued)

d)Basic and Diluted Net Loss per Share  

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

e)Income Taxes 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

f)Comprehensive Loss 

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2020 and 2019, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

g)Financial Instruments 

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Notes payable consist of the following at:

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Expressed in U.S. dollars)

(Unaudited)Convertible Notes payable consist of the following at:

2. Summary of Significant Accounting Policies(Continued)

h)Recent Accounting Pronouncements 

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was

initiated

On September 13, 2021 $10,000 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $10,000of principal amount 10% unsecured convertible promissory notes related to the same debt. The note is due on September 13, 2021 and is convertible into shares of the company’s common stock at a price of $.002 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $10,000. On September 14, 2021 $2,800 of the note principal was converted into 1,400,000 shares of the Company’s common stock, valued at $1,428,000, and recorded a loss on settlement of debt of $1,425,200. On October 5, 2021 $4,400 of the note principal was converted into 2,200,000 shares of the Company’s common stock, valued at $7,656,000, and recorded a loss on settlement of debt of $7,651,600. The convertible note payable balance as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on the consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 3. Due to Related Party As of October 31, 2021 is $368, net of unamortized debt discount of $2,432. Interest expense on the note was $7,605 and $0, including $7,568 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, the Company has received $170,080 (April 30, 2020 – $170,080) in loans and payment of expenses from related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. 4.Notes Payable On February 8, 2019, the Company issued a $30,000 note payable to a non related party. The note is unsecured bears interest at 10% per annum, and is due on demand. Interest expense on the note was $756 and $756 and $1,512 and $1,512 for the three and six months ended October 31, 2020 and 2019, respectively. On July 14, 2020, the Company issued a $500 note payable to a non related party. The note is unsecured bears interest at 10% per annum, and is due on demand. Interest expense on the note was $13 and $0 and $15 and $0 for the three and six months ended October 31, 2020 and 2019, respectively. 5. Common Shares The Company’s capitalization is 300,000,000 common shares and 75,000,000 preferred shares with a par value of $0.001 per share. No preferred shares have been issued. a)As of October 31, 2020, and on April 30, 2020 the Company had 76,000,000 and 76,000,000 common shares issued and outstanding, respectively.    On September 13, 2021 $10,000 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $10,000of principal amount 10% unsecured convertible promissory notes related to the same debt. The note is due on September 13, 2021 and is convertible into shares of the company’s common stock at a price of $.002 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $10,000. On September 22, 2021 $3,200 of the note principal was converted into 1,600,000 shares of the Company’s common stock valued at $1,632,000, and recorded a loss on settlement of debt of $1,628,800. On October 5, 2021 $4,400 of the note principal was converted into 2,200,000 shares of the Company’s common stock valued at 7,656,000, and recorded a loss on settlement of debt of $7,651,600. The convertible note payable balance as of October 31, 2021 is $316, net of unamortized debt discount of $2,084. Interest expense on the note was $7,948 and $0, including $7,916 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively. On September 13, 2021 $10,000 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $10,000of principal amount 10% unsecured convertible promissory notes related to the same debt. The note is due on September 13, 2021 and is convertible into shares of the company’s common stock at a price of $.002 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $10,000. On September 24, 2021 $3,000 of the note principal was converted into 1,500,000 shares of the Company’s common stock valued at $1,530,000, and recorded a loss on settlement of debt of $1,527,000. On October 5, 2021 $4,400 of the note principal was converted into 2,200,000 shares of the Company’s common stock valued at 7,656,000, and recorded a loss on settlement of debt of $7,651,600. The convertible note payable balance as of October 31, 2021 is $342, net of unamortized debt discount of $2,258 . Interest expense on the note was $7,779 and $0, including $7,742 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

6. Subsequent Events

On November 4, 2020, the Company received $15,000 as a loan for paymentAs of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10%October 31, 2021, and due on demand. 

On November 10, 2020, the Company received $2,250 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand. 

On November 17, 2020, the Company received $7,500 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand. 

On February 15,April 30, 2021 the Company received $7,500 as a loan for paymenthad 0 and 0 shares of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10%Series C Preferred Stock issued and due on demand. outstanding, respectively.

On June 1, 2021, the Companies board of directors approved changing its corporate name fromCGS INTERNATIONAL, INC.

(formerly Tactical Services Inc. to CGS International, Inc. Additionally, on June 1, 2021, the Companies Board of Directors approved a reverse stock split of its issued and authorized shares of common stock on the basis of 400 old shares for one (1) new share. When approved, the issued and outstanding capital will decrease from 76,000,000 shares of common stock to 190,000 shares of common stock. The $0.001 par value of our common shares will remain unchanged. The resolutions of the companies Board of Directors approving the above described reverse stock split and name change are subject)

Notes to the prior approval byFinancial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Industry Regulatory Authority (FINRA).Statements

On June 2, 2021, the Company received $4,500 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand. 

On June 3, 2021, the Company received $9,000 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This sectionQuarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. All statements other than statements of historical or current facts included in this report includes a number ofQuarterly Report on Form 10-Q are forward-looking statements that reflect our current views with respect to future events and financial performance.statements. 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 our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future events.performance, and business. You should not place undue certainty on thesecan identify forward-looking statements which apply onlyby the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “could,” “estimate,” “expect,” “project,” “plan,” “potential,” “intend,” “believe,” “may,” “might,” “will,” “objective,” “should,” “would,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the datetiming or nature of this report. Thesefuture operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenue, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to certain risks and uncertainties, that couldincluding the risks and uncertainties described in our Form 8-K dated October 11, 2021, filed with the Securities and Exchange Commission (the “SEC”) on the same date, as well as our other SEC filings, as applicable, which factors are incorporated by reference herein. We operate in an evolving environment, new risk factors and uncertainties emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from historical results orthose contained in any forward-looking statement. We qualify all of our predictions.forward-looking statements by these cautionary statements.

Summary InformationWe undertake no obligation to update or revise these forward-looking statements, except as required under the federal securities laws.

Corporate History

On April 17, 2012, Mr. Vagner Gomes Tome, our former executive officerpresident, and formersole director, incorporated the Company in the State of Nevada and established a fiscal year end of April 30th.under the name Line Up Advertisement, Inc. On May 23, 2013, the Company accepted the resignation of Mr. Vagner Gomes Tome as the sole director and officer of the Company and acceptedappointed Joelyn Alcantara to serve in his stead. Thereafter, on April 25, 2017, Ms. Joelyn Alcantara resigned from all positions with the appointmentCompany, including those of President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Sole-Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On April 25, 2017, Mr. Francisco Ariel Acosta was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

On October 23, 2017, the Company closed on an Asset Acquisition Agreement (the “Original Agreement”) with Thomas Li, an individual and Nathan Xian, an individual (collectively Mr. Li and Mr. Xian are refereed to servehereinafter as the “Inventors”). The Company purchased those assets owned by Inventors relating to Inventor’s development, sales, marketing, and distribution of Unmanned Ariel Vehicles (“UAV” or “Drones”) including but not limited to patents, trademarks, know-how, trade secrets, supply lists and other assets and intellectual property of any kind, relating directly or indirectly to the manufacturing, sales, and distribution of the Drones (the “Acquired Assets”). The Company was to acquire one hundred percent (100%) of the Acquired Assets in his stead.exchange for the issuance of an aggregate of 60,000,000 restricted shares of the Company’s common stock (“TACC Shares”) to the Inventors (the “Purchase Price”).

Additionally, pursuant to the terms and conditions of the Original Agreement, the following changes to the Management of the Company occurred:

On October 4, 2017, the Company changed its name from Line Up Advertisement, Inc. to Tactical Services, Inc.

On October 23, 2017, Tactical Services, Inc., a Nevada corporation (the “Company” or “TTSI”) entered into an Asset Acquisition Agreement (the “Original Agreement”) with Thomas Li, an individual (“Mr. Li”) and Nathan Xian, an individual (“Mr. Xian”) (collectively Mr. Li and Mr. Xian are refereed to hereinafter asreflect the “Inventors”). TTSI was to purchase various assets owned by the Inventors relating the development, sales, marketing and distribution of Unmanned Ariel Vehicles (“UAV” or “Drones”). Pursuant to the Original Agreement, the Company was to acquire one hundred percent (100%)new business direction of the assets then owned by the Inventors in exchange for the issuance of an aggregate of 60,000,000 restricted shares of the Company’s common stock (“TTSI Shares”) to the Inventors.Company.

However, subsequent to the date of this Report, on August 24, 2018, the Company and the Inventors entered into a Termination Agreement (the “Termination Agreement”), terminating the Original Agreement. The Termination Agreement was the direct result of a material breach of the terms and conditions of the Original Agreement. Specifically, the Inventors, pursuant to Section 2.01 of the Original Agreement, were to “sell, transfer, convey, assign and deliver…” various assets to the Company. As of the date of termination,thereof, the Inventors have beenwere unsuccessful in fulfilling their obligations under the terms and conditions of the Original Agreement. The effect of the Termination Agreement iswas that the Original Agreement iswas rendered null and void and shall haveof no legal effect whatsoever, without any liability or obligation on the part of any partythe parties to the Original Agreement.

The Agreement contained a post-closing condition such that

Accordingly, Mr. Li and Mr. Xian resigned from all positions with the Company’s majority shareholder cancelled 50,000,000 sharesCompany effective as of August 24, 2018, and Mr. Francisco Ariel Acosta was re-appointed as the sole member of the Company’s restricted common stock then currently beneficially owned, such stock was cancelledBoard of Directors and returned toas the Company’s treasury.

The foregoing summary is a description of the terms of the Original AgreementPresident, Chief Executive Officer, Chief Financial Officer, Treasurer, and the Termination Agreement which may not contain all information that is of interest to the reader. For further information regarding specific terms and conditions of the Original Agreement and the Termination Agreement which were filed with the SEC on October 25, 2017, as Exhibit 10.01 to the Company’s Current Report on Form 8-K and on August 28, 2018, as Exhibit 10.02 to the Company’s Current Report on Form 8-K respectively, both of which are incorporated herein by this reference.

We are currently seeking acquisition partners we believe would be beneficial for the Company and our shareholders. To this end, we intent to begin the process of identifying sectors and industries that current management believes will provide the most long-term and short-term benefit to the existing and future shareholders of the Company. However, as of the date of this Report we have not identified any potential acquisition candidates or entered into any negotiations relating to the same. Additionally, we intend to continue to take such corporate actions necessary to fulfil our reporting obligations with the SEC and undertaking other corporate actions necessary to continue and eventually grow the Company’s business operations, through the identification of suitable acquisition partners. We intend to update our shareholders during this process.Secretary.

On June 1, 2021, our board of directors approved changing our corporate name from Tactical Services, Inc. to CGS International, Inc. Additionally, on June 1, 2021, our Board of Directors approved a reverse stock split of our issued and authorized shares of common stock on the basis of 400 old shares for one (1) new share. When approved, our issued and outstanding capital will decrease from 76,000,000 shares of common stock to 190,000 shares of common stock. The $0.001 par value of our common shares will remain unchanged.

The resolutions of our Board of Directors approving the above described reverse stock split and name change are subject to the prior approval by the Financial Industry Regulatory Authority (FINRA). In anticipation of submitting to FINRA, on June 7, 2021, we filed with the Nevada Secretary of State (i) a Certificate of Change Pursuant to NRS 78.209 reflecting the reverse stock split and (ii) a Certificate for Reinstatement via which we also filed an Application for Reinstatement or Revival form changing our name to CGS International, Inc., thereby effectively amending our Articles of Incorporation.

 The Reverse Stock Split and Name Change previously announced on June 30, 2021, by way of Current Report on Form 8-K, became effective with the Financial Industry Regulatory Authority (“FINRA”) and in the marketplace at the open of business on August 31, 2021, whereupon the shares of the Registrant’s common stock began trading on a split-adjusted basis. On August 31, 2021, the trading symbol for our common stock changed to “TTSID” for a period of 20 business days, after which our common stock began to trade under our new trading symbol “CGSI”. The new CUSIP number for our common stock is 125361105.

On September 29, 2021, CGS International, Inc., entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Ramon Mabanta, an individual (d.b.a. World Agri Minerals) (“WAM”), pursuant to which the Company would acquire all the assets of WAM. WAM holds the rights to the formulation, manufacturing, sales, marketing, and distribution of its premiere commercial agriproduct GENESIS 89™ and GENESIS 89™ Gold, which is a unique formulation and packaging of a commercial agriproduct using a natural processes whereby minerals are extracted from deep-ocean deposits and combined with additional organic ingredients resulting in the GENESIS 89™ and GENESIS 89™ Gold being: (i) properly balanced, readily bioavailable, formulas that are shipped as concentrate to commercial growers; (ii) ready-to-use products for the both the amateur and commercial retail market; and, (iii) Genesis 89™ Gold is being blended specifically for use and deployment in the cannabis industry. GENESIS 89™ and GENESIS 89™ Gold provide assurance and insurance to the end-user that crops do not require conventional pesticides, producing an eco-friendlier organic product for the consumer.

On October 11, 2021 (the “Closing Date”), CGS International, Inc. (the “Company”) and Ramon Mabanta, an individual (d.b.a. World Agri Minerals) (“WAM”) entered into a Bill of Sale and Assignment Agreement effectuating the Closing that certain Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company and WAM, pursuant to which the Company acquired all the assets of WAM, (the “Acquisition”). The aggregate purchase price for the assets of WAM is 30,000,000 restricted shares (the “Shares”) of the Company’s common stock (the “Purchase Price”) which were paid upon the closing of the Purchase Agreement. Each of Company and WAM have made customary representations, warranties, covenants, and indemnities in connection with the Acquisition.

A description of the specific terms and conditions of the acquisition are set forth in the Purchase Agreement, which was originally disclosed on Form 8-K filed with the Commission on September 29, 2021, as Exhibit 10.01 and the Bill of Sale and Assignment Agreement which was originally disclosed on Form 8-K filed with the Commission on October 11, 2021, as Exhibit 10.01, both of which are incorporated herein by reference.

On November 23, 2021, the Company received certified documents from the Government of the Philippines confirming the formation on November 19, 2021 of our wholly owned subsidiary, World Agri Minerals Inc. We anticipate that the majority of our ongoing operations will be conducted by and through World Agri Minerals Inc. on a going forward basis.

Business Overview

Upon closing of the transaction as discussed above, the Company acquired the formulation, manufacturing, sales, marketing, and distribution of a commercial agriproduct, known and marketed under the brand name GENESIS 89™. GENESIS 89™ is a unique formulation and packaging of a commercial agriproduct using a natural process whereby minerals are extracted from deep-ocean deposits and combined with additional organic ingredients. GENESIS 89™ is a: (i) properly balanced, readily bioavailable, formula that can be shipped as concentrate to commercial growers; and, (ii) ready-to-use product for the both the amateur and commercial retail market. GENESIS 89™ was introduced in the Philippines in February 2019.

By and through WAM, we are also the exclusive-worldwide agent for all GENESIS 89™ products.

While GENESIS 89™ targets commercial growers and the like, GENESIS 89™ GOLD is being blended specifically for use and deployment in the cannabis industry. GENESIS 89™ and GENESIS 89™ GOLD are both formulated to provide assurance to the end-user that their crops do not require conventional pesticides, which will allow the production of an eco-friendlier organic product for the consumer.

Our premium organic growth supplements, GENESIS 89™ and GENESIS 89™ GOLD, can be applied as a soil amendment and/or foliar spray. Our products contain over 80 different trace minerals and contain unique proprietary blends of these organic trace minerals. We are confidently pressing forward to become the premier, 100% organic, ocean-based mineral plant food used today.

Currently GENESIS 89™ and GENESIS 89™ GOLD are our first deliverable commercial agricultural products. Several other products are currently being examined and developed for the commercial and possible retail agriculture marketplace.

The GENESIS 89™ product line boasts the highest concentration of seawater-harvested minerals available on the commercial and even the retail market. Through our current products, GENESIS 89™ and GENESIS 89™ GOLD, and additional products still in the research and development phase, the Company is positioned to gain market share within the upward-trending organic Agri-farming, as well as the Hemp and Cannabis industry. Additionally, we have already identified several international distributors whose agriculture requirements meet demand for the Company’s products. Moving forward, the Company will seek to develop and/or evaluate other agriproducts with the intention of expand our line of organic agriproducts. We envision that each product we acquire, market, or sell will consist of organic plant nutrients that hope to change the way the agriculture industry grows and fertilizes crops.

The food landscape across Western industrialized as well as Third-World nations is changing dramatically. It is trending toward more transparency, placing greater emphasis on organically grown products. Furthermore, organic green gardening is growing rapidly, with one of the most relevant reasons being the changing consumer attitude and landscape towards the use of harmful herbicides and pesticides. Simply put, organic agriculture is the future of our food supply, whether it’s applied in the initial process by the commercial grower, or in stores or grown at home. The Company believes that these trends support its mission to help change the attitudes and behaviors surrounding the food that we purchase or that we grow ourselves.

All of our products are, or will be, completely organic, non-toxic, safe for use around pets and children, sustainably harvested, and effective for use on a vast variety of plants.

Our mission is to promote organic growing practices through the production and sales of effective, easy to use, and risk-free growing aids, making organic gardening simple and accessible to all. In doing so, we are committed to environmental sustainability in each and every product and practice, from production and marketing to our day-to-day business.

We believe we have identified a potentially major gap in the market for commercial farmers, would-be organic gardeners, and environmentally conscious consumers. The Company is the sole and exclusive owner of a product line of custom blended liquid organic fertilizers under the brand name “GENESIS 89™” that are based on proprietary formulas of trace minerals. The Company plans to capture market share in the organic farming industry by focusing on commercial, individual, and household gardeners, and then growing organically with grassroots marketing. The Company produces premium organic growth supplements for plants that can be applied as a soil amendment and/or foliar spray. The product contains a proprietary blend of trace minerals¹, micronutrients², micro-flora³, and micro-fauna⁴. When applied, our product stimulates microbial life and releases nutrients into the soil that increase immunity, fight disease, and ultimately enhance plant growth.

Our initial product line has unique proprietary trace mineral formulas designed to benefit different types of plants. In addition to GENESIS 89™, we have uniquely blended our trace minerals in a manner which has significant effect on the Cannabis Plant, we are marketing this product directly to the Cannabis industry under the name “GENESIS 89™ GOLD”.

Using a natural process, minerals are extracted from deep-ocean deposits and combined with additional organic ingredients. The GENESIS 89™ product is a properly balanced, readily available, formula that is shipped as concentrate to the commercial grower. The GENESIS 89™ product is safe and effective for use on all types of plants. The ingredients work together in a symbiotic relationship to provide optimum plant nutrition that both enriches the soil and nourishes the plant. The product contains more than 80 different trace minerals from the periodic table. The proprietary extraction of these minerals provides the GENESIS 89™ product a unique blend of organic trace minerals and boasts the highest concentration of seawater-harvested minerals available on the market.

We are confidently pressing forward as the premier ocean-based mineral plant food on the market.

GENESIS 89™ is completely organic, non-toxic, and is available in concentrate with a convenient ready-to-use liquid formulas suitable for a variety of home gardening needs. It is our vision to supply GENESIS 89™ to everyone from commercial agricultural operations to maintaining everyday houseplants, nourishing fruits, and vegetables, and cultivating vines and hydroponics.

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¹ Trace minerals are extremely small amounts of minerals, as in .0001%.

² Micronutrients are small concentrations of nutrients found inside plants and soil in a natural habitat, such as the jungle or forest.

³ Micro-flora is microscopic living plants.

⁴ Micro-fauna is microscopic living organisms that promote a healthy immune system in plants, much the same way 

Results of Operations

Results of Operations for the three months Ended October 31, 20202021 and 20192020

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three months ended October 31, 20202021 and 20192020 which are included herein.

Our operating results for the three months ended October 31, 2021 and 2020 and 2019 are summarized as follows:

Operating Revenues

During the three months ended October 31, 2021 and 2020, and 2019, weour company did not record any revenues.

Operating Expenses

Operating expenses for the three months ended October 31, 20202021 were $0$28,432 compared to $0 for the three months ended October 31, 2019.2020. The increase in operating expenses of $28,432 was primarily attributed to an increase in professional and regulatory fees during the period ended October 31, 2021.

Other Income and Net LossExpense

Other incomeexpenses consisting of interest expense, loss on asset acquisitions, and loss and debt settlements for the three months ending October 31, 20202021 was $769$94,732,188 and $756$758 for the three months ended in October 31, 2019.2020. The interest expenseincrease is from an issuanceprimarily the result of notes payable.the loss on asset acquisition and settlement of debt that occurred during the three months ended October 31, 2021.

Results of Operations for the six months Ended October 31, 20202021 and 20192020

The following summary of our results of operations should be read in conjunction with our audited financial statements for the six months ended October 31, 20202021 and 20192020 which are included herein.

Our operating results for the ninesix months ended October 31, 20202021 and 20192020 are summarized as follows:

Operating Revenues

During the six months ended October 31, 2021 and 2020, and 2019, weour company did not record any revenues.

Operating Expenses

Operating expenses for the six months ended October 31, 2020 were $02021 was $57,887 compared to $6,172$0 for the year ended October 31, 2020. The increase in operating expenses of $57,887 was primarily attributed to an increase in professional and regulatory fees.

Other Expenses

Other expenses consisting of interest expense, loss on asset acquisitions, and loss and debt settlements for the six months ended October 31, 2019. The decrease in operating expenses2021 was due to a decrease of in professional fees.

Other income

Other income consists of interest expense$94,792,351 and $1,527 for the six months ended October 31, 2020 was $1,5272021. The increase is primarily the result of the loss on asset acquisition and $1,512 forsettlement of debt that occurred during the sixthree months ended October 31, 2020. The interest expense is related to an issuance of notes payable.2021.

Liquidity and Capital Resources

Working Capital