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CGSI CGS International

Filed: 29 Jul 21, 4:31pm

 

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: January 31, 2020

 

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

 

Commission File Number: 333-182566

 

CGS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

32-0378469

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

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

(Address of principal executive offices) (Zip Code)

 

+52-55-5360-6890

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

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.

 

Large accelerated filer

[   ]

 

Accelerated filer

[   ]

Non-Accelerated filer

[X]

 

Emerging growth company

[   ]

Smaller reporting company

[X]

 

 

 

 

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: 76,000,000 common shares issued and outstanding as of July 16, 2021.


1


 

 

CGS INTERNATIONAL, INC.

QUARTERLY REPORT

TABLE OF CONTENTS

 

 

 

Page

Number

 

PART I – FINANCIAL INFORMATION

 

Item 1

Financial Statements

3

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3

Quantitative and Qualitative Disclosures About Market Risk

15

Item 4

Controls and Procedures

15

 

 

 

 

PART II – OTHER INFORMATION

 

Item 1

Legal Proceedings

17

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3

Defaults Upon Senior Securities

17

Item 4

(Removed and Reserved)

17

Item 5

Other Information

17

Item 6

Exhibits

17


2


 

 

CGS INTERNATIONAL, INC.

CONDENSED FINANCIAL STATEMENTS

January 31, 2020

Unaudited

 

CONDENSED BALANCE SHEETS

4

CONDENSED STATEMENTS OF OPERATIONS

5

STATEMENTS OF STOCKHOLDERS' DEFICIT

6

CONDENSED STATEMENTS OF CASH FLOWS

7

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

8


3


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

CONDENSED BALANCE SHEETS

 

 

January 31,

2020

 

April 30,

2019

ASSETS

 

 

 

Cash

-

 

-

Total assets

-

 

-

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued expenses

11,758

 

5,159

Due to related parties

170,080

 

170,080

Notes Payable

30,000

 

30,000

Total current liabilities

211,838

 

205,239

 

 

 

 

Total liabilities

211,838

 

205,239

 

 

 

 

Stockholders' deficit

 

 

 

Preferred shares, $0.001 par value; 75,000,000 shares authorized;

0 Issued and outstanding as of January 31, 2020 and April 30, 2019 respectively

-

 

-

Common shares, $0.001 par value; 300,000,00 shares authorized;

76,000,000 shares issued and outstanding as of January 31, 2020 and

April 30, 2019 respectively

76,000

 

76,000

Additional paid-in capital

-

 

-

Accumulated deficit

(287,838)

 

(281,239)

Total stockholders' deficit

(211,838)

 

(205,239)

 

 

 

 

Total liabilities and stockholders' deficit

-

 

-

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements


4


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

CONDENSED STATEMENTS OF OPERATIONS

 

 

 

For the three months ended

 

For the nine months ended

 

 

January 31,

 

January 31,

 

 

2020

 

2019

 

2020

 

2019

Sales

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

-

 

-

 

70

 

22,595

Professional fees

 

-

 

4,022

 

4,261

 

27,489

Total operating expenses

 

-

 

4,022

 

4,331

 

50,084

 

 

 

 

 

 

 

 

 

Loss from operations

 

-

 

(4,022)

 

(4,331)

 

(50,084)

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

Interest expense

 

(756)

 

-

 

(2,268)

 

-

Total other expenses

 

(756)

 

-

 

(2,268)

 

-

 

 

 

 

 

 

 

 

 

Net loss

$

(756)

$

(4,022)

$

(6,599)

$

(50,084)

 

 

 

 

 

 

 

 

 

Net loss per common share: basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding –

basic and diluted

 

76,000,000

 

76,000,000

 

76,000,000

 

52,956,522

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements


5


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

STATEMENTS OF STOCKHOLDERS' DEFICIT

 

 

Preferred Stock

 

Common Stock

 

 

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Additional

Paid-in

Capital

 

Accumulated

Deficit

 

Total

Stockholders’

Deficit

Balance, April 30, 2019

-

 

-

 

76,000,000

 

76,000

 

-

 

(281,239)

 

(205,239)

Net loss

-

 

-

 

-

 

-

 

-

 

(5,087)

 

(5,087)

Balance, July 31, 2019

-

 

-

 

76,000,000

 

76,000

 

-

 

(286,326)

 

(210,326)

Net loss

-

 

-

 

-

 

-

 

 

 

(756)

 

(756)

Balance, October 31, 2019

-

 

-

 

76,000,000

 

76,000

 

-

 

(287,082)

 

(211,082)

Net loss

-

 

-

 

-

 

-

 

-

 

(756)

 

(756)

Balance, January 31, 2020

-

 

-

 

76,000,000

 

76,000

 

-

 

(287,838)

 

(211,838)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2018

-

 

-

 

26,000,000

 

26,000

 

1,415

 

(198,016)

 

(170,601)

Net loss

-

 

-

 

-

 

-

 

-

 

-

 

-

Balance, July 31, 2018

-

 

-

 

26,000,000

 

26,000

 

1,415

 

(198,016)

 

(170,601)

Reissuance of cancelled shares

-

 

-

 

50,000,000

 

50,000

 

(50,000)

 

-

 

-

Net loss

-

 

-

 

-

 

-

 

-

 

(1,000)

 

(1,000)

Balance, October 31, 2018

-

 

-

 

76,000,000

 

76,000

 

(48,585)

 

(199,016)

 

(171,601)

 

-

 

-

 

-

 

-

 

-

 

(4,022)

 

(4,022)

Balance, January 31, 2019

-

 

-

 

76,000,000

 

76,000

 

(48,585)

 

(203,038)

 

(175,623)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements


6


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

 

 

 

For the nine months ended

 

 

January 31,

2020

 

January 31,

2019

Cash Flows from Operating Activities

 

 

 

 

Net loss

$

(6,599)

$

(5,022)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

Changes in assets and liabilities

 

 

 

 

Accounts payable and accrued liabilities

 

6,599

 

1,250

Net cash from operating activities

 

-

 

(3,772)

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

Net cash from investing activities

 

-

 

-

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Proceed from related party loan

 

-

 

5,732

Net cash from financing activities

 

-

 

5,732

 

 

 

 

 

Net increase (decrease) in cash

 

-

 

1,960

Cash, beginning of period

 

-

 

-

Cash, end of period

$

-

$

1,960

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

Cash paid for interest

$

-

$

-

Cash paid for taxes

$

-

$

-

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements


7


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Unaudited)

 

1.Nature of Operations and Continuance of Business 

 

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 $211,838 and has an accumulated deficit of $287,838. 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 January 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended January 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 June 29, 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 January 31, 2020 and April 30, 2019, the Company had no cash equivalents.


8


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Unaudited)

 

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)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.


9


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Unaudited)

 

g)Recent Accounting Pronouncements 

 

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated 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 January 31, 2020, the Company has received $170,080 (April 30,2019 – $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 $0 and $2,268 and $0 for the three and nine months ended January 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 January 31, 2020, and on April 30, 2019 the Company had 76,000,000 and 76,000,000 common shares issued and outstanding, respectively. 

 

6. Subsequent Events 

 

On July 14, 2020, the Company received $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 November 4, 2020, the Company received $15,000 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. 

 

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. 


10


 

 

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

(Unaudited)

 

On February 15, 2021, 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, 2021, the Company received $16,000 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. 

 

On June 1, 2021, the Companies board of directors approved changing its corporate name from 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 to the prior approval by the Financial Industry Regulatory Authority (FINRA).

 

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.


11


 

 

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

 

This section of this report 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 report. 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.

 

Summary Information

 

On April 17, 2012, Mr. Vagner Gomes Tome, our former executive officer and former director, incorporated the Company in the State of Nevada and established a fiscal year end of April 30th. On May 23, 2013, the Company accepted the resignation of Mr. Vagner Gomes Tome as the sole director and officer of the Company and accepted the appointment of Mr. Francisco Ariel Acosta to serve in his stead.

 

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 as 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%) 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.

 

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, the Inventors have been unsuccessful in fulfilling their obligations under the terms and conditions of the Original Agreement. The effect of the Termination Agreement is that the Original Agreement is rendered null and void and shall have no legal effect whatsoever, without any liability or obligation on the part of any party to the Original Agreement.

 

The Agreement contained a post-closing condition such that the Company’s majority shareholder cancelled 50,000,000 shares of the Company’s restricted common stock then currently beneficially owned, such stock was cancelled and returned to the Company’s treasury.

 

The foregoing summary is a description of the terms of the Original Agreement 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 fulfill 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.

 

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.


12


 

 

Results of Operations

 

Results of Operations for the three months Ended January 31, 2020 and 2019

 

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three months ended January 31, 2020 and 2019 which are included herein.

 

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

 

 

 

January 31,

 

 

2020

 

2019

General and administrative

$

-

$

-

Professional fees

 

-

 

4,022

Other expenses

 

(756)

 

-

Net Loss

$

(756)

$

(4,022)

 

Operating Revenues

 

During the three months ended January 31, 2020 and 2019, our company did not record any revenues.

 

Operating Expenses and Net Loss

 

Operating expenses for the three months ended January 31, 2020 were $0 compared to $4,022 for the three months ended January 31, 2018. The decrease of $4,022 in professional fees due to no legal and accounting fees incurred.

 

Results of Operations for the nine months Ended January 31, 2020 and 2019

 

The following summary of our results of operations should be read in conjunction with our audited financial statements for the nine months ended January 31, 2020 and 2019 which are included herein.

 

Our operating results for the nine months ended January 31, 2020 and 2019 are summarized as follows:

 

 

 

January 31,

 

 

2020

 

2019

General and administrative

$

70

$

22,595

Professional fees

 

4,261

 

27,489

Interest expense

 

(2.268)

 

-

Net Loss

$

(6,599)

$

(50,084)

 

Operating Revenues

 

During the nine months ended January 31, 2020 and 2019, we did not record any revenues.

 

Operating Expenses

 

Operating expenses for the nine months ended January 31, 2020 were $6,599 compared to $50,084 for the year ended January 31, 2019. The decrease in operating expenses was due to a decrease professional fees.

 

Other expense and Net Loss

 

Other expenses consisted      of interest expense for the three months ending January 31, 2020 of $2,268 and $0 for the three months ended in January 31, 2019. The increase is due to additional debt incurred after January 31, 2019.


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Liquidity and Capital Resources

 

Working Capital

 

 

 

January 31,

 

 

2020

 

2019

Current Assets

$

-

 

-

Current Liabilities

$

211,838

 

205,239

Working Capital (deficit)

 

(211,838)

$

(205,239)

 

As of January 31, 2020 and April 30, 2019, we had no cash or assets.

 

As of January 31, 2020, we had total liabilities of $211,838 compared with $207,199 as of April 30, 2019. The increase in total liabilities was primarily attributed to an increase in accounts payable of $4,022 consisting of professional fees. Additionally, there was accrued interest expense of $2,909 incurred from notes payable.

 

Cash Flows

 

 

 

Nine months

Ended

January 31,

2020

 

Nine months

Ended

January 31,

2019

Cash used in Operating Activities

$

-

$

(3,772)

Cash used in Investing Activities

$

-

$

-

Cash provided by Financing Activities

$

-

$

5,732

Net Increase (Decrease) in Cash

$

-

$

1,960

 

Cashflow from Operating Activities

 

During the nine months ended January 31, 2020, we used $0 of cash for operating activities as compared to $3,772 during the nine months ended January 31, 2019. The decrease is due to a decrease in operating activities.

 

Cashflow from Financing Activities

 

During the nine months ended January 31, 2020, the Company received $0 of financing from related parties as compared to $5,732 from related parties during the nine months ended January 31, 2019.

 

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 $211,838 and has an accumulated deficit of $287,838. 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.


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Off-balance sheet arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (who is our Principal Executive Officer) and our Chief Financial Officer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of January 31, 2020, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of January 31, 2020, in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

 

In performing the above-referenced assessment, our management identified the following material weaknesses:

 

1.Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day-to-day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. 

 

2.Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. 

 

Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

 

Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 


15


 

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended January 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 

Subsequent Events

 

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.


16


 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. (Removed and Reserved)

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit

No.

 

Document Description

3.1(a)

 

Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on July 06, 2012)

 

 

 

3.1(b)

 

Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on November 11, 2013).

 

 

 

3.1(c)

 

Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on June 30, 2021).

 

 

 

3.2

 

Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on July 06, 2012)

 

 

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

 

 

 

31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

 

 

 

32.1

 

Section 1350 Certification of Chief Executive Officer

 

 

 

32.2

 

Section 1350 Certification of Chief Financial Officer **

 

 

 

101

 

Interactive Data Files

 

* Included in Exhibit 31.1

 

** Included in Exhibit 32.1


17


 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CGS International, Inc.

 

/s/ Francisco Ariel Acosta

Francisco Ariel Acosta

President, Secretary, Treasurer, Chief Financial Officer and Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)


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