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:July 31, 20172019
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-182566
Line Up Advertisement, Inc.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.) |
2108 Santolan St. San Antonio Village,
Makati1111 South Room Street, #100 Carson City, PhilippinesNV 89702
(Address of principal executive offices) (Zip Code)
(702) 478-2122+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)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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes[X] Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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] |
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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. [ ]
[ ] (Do not check if a smaller reporting company)
Smaller reporting company
[X]
Indicate by check mark whether the registrant is a shell company (as defined in ruleRule 12b-2 of the Exchange Act).
Yes [X] No [ ]
TheIndicate the number of shares outstanding of each of the Registrant'sissuer’s classes of common stock, as of October 1, 2017 was 760,000the latest practicable date: 76,000,000 common shares $0.001 par value per share.issued and outstanding as of July 16, 2021.
1
CGS INTERNATIONAL, INC.
QUARTERLY REPORT
TABLE OF CONTENTS
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| Page Number |
| PART I – FINANCIAL INFORMATION |
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Item 1 | Financial Statements | 3 |
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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12 | ||
Item 3 | Quantitative and Qualitative Disclosures About Market Risk |
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13 | ||
Item 4 | Controls and Procedures |
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14 | ||
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| PART II – OTHER INFORMATION |
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Item 1 | Legal Proceedings |
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16 | ||
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds |
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16 | ||
Item 3 | Defaults Upon Senior Securities |
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16 | ||
Item 4 | (Removed and Reserved) |
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16 | ||
Item 5 | Other Information |
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16 | ||
Item 6 | Exhibits |
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16 |
2
CGS INTERNATIONAL, INC. CONDENSED FINANCIAL STATEMENTS July 31, 2019 | |||||||||||||
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Unaudited | |||||||||||||
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CONDENSED BALANCE SHEETS | 4 |
CONDENSED STATEMENTS OF OPERATIONS | 5 |
STATEMENTS OF STOCKHOLDERS' DEFICIT | 6 |
CONDENSED STATEMENTS OF CASH FLOWS |
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7 | |
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS |
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3
LINE UP ADVERTISEMENT, INC. | ||||
CONDENSED BALANCE SHEETS | ||||
Unaudited | ||||
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| July 31, 2017 |
| April 30, 2017 |
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ASSETS |
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CURRENT ASSETS |
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Cash | $ | - | $ | - |
TOTAL CURRENT ASSETS | $ | - | $ | - |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ | 14,530 | $ | 18,270 |
Due to related party |
| 127,461 |
| 101,697 |
TOTAL CURRENT LIABILITIES | $ | 141,990 | $ | 119,967 |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Capital stock |
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Authorized 150,000,000 shares of common stock, $0.001 par value, |
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Issued and outstanding 760,000 shares at July 31, 2017 & at April 30, 2017 | $ | 760 | $ | 760 |
Additional Paid in Capital |
| 26,655 |
| 26,655 |
Accumulated deficit |
| (169,405) |
| (147,382) |
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) | $ | (141,990) | $ | (119,967) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | $ | - | $ | - |
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The accompanying notes are an integral part of these financial statements |
CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
BALANCE SHEETS
(UNAUDITED)
| July 31, 2019 |
| April 30, 2019 |
ASSETS |
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Cash | - |
| - |
Total assets | - |
| - |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable and accrued expenses | 10,246 |
| 5,159 |
Due to related parties | 170,080 |
| 170,080 |
Note Payable | 30,000 |
| 30,000 |
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Total current liabilities | 210,326 |
| 205,239 |
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Total liabilities | 210,326 |
| 205,239 |
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Stockholders' deficit |
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Preferred shares, $0.001 par value; 75,000,000 shares authorized; 0 Issued and outstanding as of July 31, 2019 and April 30, 2019 respectively | - |
| - |
Common shares, $0.001 par value; 30,000,000 shares authorized; 76,000,000 shares issued and outstanding as of July 31, 2019 and April 30, 2019, respectively | 76,000 |
| 76,000 |
Additional paid-in capital | - |
| - |
Accumulated deficit | (286,326) |
| (281,239) |
Total stockholders' deficit | (210,326) |
| (205,239) |
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Total liabilities and stockholders' deficit | - |
| - |
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The accompanying notes are an integral part of these unaudited financial statements |
4
CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
STATEMENTS OF OPERATIONS
(UNAUDITED)
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| For the three months ended | ||
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| July 31, | ||
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| 2020 |
| 2019 |
Sales | $ | - | $ | - |
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Operating expenses |
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General and administrative |
| 70 |
| - |
Professional fees |
| 4,261 |
| - |
Total operating expenses |
| 4,331 |
| - |
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Loss from operations |
| (4,331) |
| - |
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Other expenses |
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Interest expense |
| (756) |
| - |
Total other expense |
| (756) |
| - |
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Net loss | $ | (5,087) | $ | - |
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Net loss per common share: basic and diluted | $ | (0.00) | $ | (0.00) |
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Weighted average common shares outstanding - basic and diluted |
| 76,000,000 |
| 76,000,000 |
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The accompanying notes are an integral part of these unaudited financial statements |
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CONDENSED STATEMENTS OF OPERATIONS | ||||
Unaudited | ||||
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| 3 months |
| 3 months |
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| ended |
| ended |
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| July 31, 2017 |
| July 31, 2016 |
REVENUE |
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Revenues | $ | - | $ | - |
Total Revenues | $ | - | $ | - |
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EXPENSES |
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Office and general | $ | 18,605 | $ | 800 |
Professional Fees |
| 3,418 |
| 3,216 |
Total Expenses, before provision of income taxes | $ | 22,023 | $ | 4,016 |
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Provision for income taxes |
| - |
| - |
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NET LOSS | $ | (22,023) | $ | (4,016) |
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BASIC AND DILUTED LOSS PER COMMON SHARE |
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$ | 0.03 | $ | 0.01 | |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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| 760,000 |
| 760,000 | |
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The accompanying notes are an integral part of these financial statements |
5
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CONDENSED STATEMENTS OF CASH FLOWS | |||||
Unaudited | |||||
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| 3 months |
| 3 months | |
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| ended |
| ended | |
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| July 31, 2017 |
| July 31, 2016 | |
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OPERATING ACTIVITIES |
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| Net loss | $ | (22,023) | $ | (4,016) |
| Adjustment to reconcile net loss to net cash used in operating activities: |
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| Expenses paid on company's behalf by related party |
| 25,764 |
| - |
| Increase (decrease) in accrued expenses |
| (3,741) |
| 4,016 |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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$ | - | $ | - | ||
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NET INCREASE (DECREASE) IN CASH | $ | - | $ | - | |
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CASH, BEGINNING OF PERIOD | $ | - | $ | - | |
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CASH, END OF PERIOD | $ | - | $ | - | |
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Supplemental cash flow information and noncash financing activities: |
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Cash paid for: |
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| Interest | $ | - | $ | - |
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| Income taxes | $ | - | $ | - |
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The accompanying notes are an integral part of these financial statements |
6
LINE UP ADVERTISEMENT,
CGS INTERNATIONAL, INC.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS(formerly Tactical Services Inc.)
UnauditedSTATEMENTS OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
| Preferred Stock |
| Common Stock |
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| 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 |
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| (5,087) |
| (5,087) |
Balance, July 31, 2019 | - |
| - |
| 76,000,000 |
| 76,000 |
| - |
| (286,326) |
| (210,326) |
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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) |
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The accompanying notes are an integral part of these unaudited financial statements. |
July 31, 2017CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three months ended | ||||
July 31, 2019 | July 31, 2018 | |||
Cash Flows from Operating Activities | ||||
Net loss | $ | (5,087) | $ | - |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Changes in assets and liabilities | ||||
Accounts payable and accrued liabilities | 5,087 | - | ||
Net cash from operating activities | - | - | ||
Cash Flows from Investing Activities | ||||
Net cash from financing activities | - | - | ||
Cash Flows from Financing Activities | - | |||
Proceeds from notes payable | - | - | ||
Net cash from financing activities | - | - | ||
Net increase (decrease) in cash | - | - | ||
Cash, beginning of period | - | - | ||
Cash, end of period | $ | - | $ | - |
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 |
CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
NOTE 1 – CONDENSED FINANCIAL STATEMENTS1. Nature of Operations and Continuance of Business
The CompanyCGS International, Inc. (formerly Tactical Services Inc.) was incorporated in the State of Nevada as a for-profit Company on April 17, 2012 and established a fiscal year end of April 30.2012.
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 $210,326 and has an accumulated deficit of $286,326. 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
b)Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities revenue, and expenses. Actualdisclosure 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 outcomesliabilities 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 management’sthe Company’s estimates. To the extent there are material differences between the estimates and assumptions.the actual results, future results of operations will be affected.
Interim resultsc)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 July 31, 2019 and April 30, 2019, the Company had no cash equivalents.
CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
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 necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information includedrecognized in the Form 10-K.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.
NOTEPotential 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 of July 31, 2019 and 2018, 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 – GOING CONCERN
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.
CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
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 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 prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplateseffect. These pronouncements did not have any material impact on the realization of assetsfinancial statements unless otherwise disclosed, and the liquidationCompany 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 liabilities in the normal courseoperations.
3. Due to Related Party
As of business. Currently,July 31, 2019, the Company has a working capital deficitreceived $170,080 (April 30, 2019 – $170,080) in loans and payment of $141,990, an accumulated deficit of $169,405.expenses from related parties. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance thatamounts owing are unsecured, non-interest bearing, and due on demand.
On February 8, 2019, the Company will be successful in either situation in orderissued a $30,000 note payable to continuea non related party. The note is unsecured bears interest at 10% per annum, and is due on demand. Note Payable balance as a going concern. The Companyof July 31, 2019 is funding its initial operations by way of issuing Founder’s shares.$30,000. Interest expense on the note was $756 and $0 for the three months ended July 31, 2019 and 2018, respectively.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.
NOTE 3 - CAPITAL STOCK5. Common Shares
The Company’s capitalization is 150,000,000300,000,000 common shares and 75,000,000 preferred shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
Ona)As of July 31, 2019, and on April 25, 2012,30, 2019 the Company issued 7,500,000 Founder's shares for cash at $0.001 per share. In September 2012 the Company issued 260,000had 76,000,000 and 76,000,000 common shares for cash at $0.02 per share.issued and outstanding, respectively.
On December 13, 2014, 7,000,000 common shares were retired.CGS INTERNATIONAL, INC.
(formerly Tactical Services Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
6. Subsequent Events
On July 31, 2017 and on April 30, 201714, 2020, the Company had 760,000 common shares issued and outstanding.
As of July 31, 2017, the Company has not granted any stock options and has not recorded any stock-based compensation.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of July 31, 2017 and April 30, 2017, the Company has received $127,461 and $101,697 respectively, in loans and$500 as a loan for payment of expenses from a relatedan unrelated party. The loans are payableamount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand and without interest.demand.
NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTSOn 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 company has evaluated allamount owing is unsecured, the recent accounting pronouncementsnote is interest bearing. Interest rate is 10% and believes that nonedue on demand.
On November 17, 2020, the Company received $7,500 as a loan for payment of them will haveexpenses 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 company’s financial statement.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).
NOTE 6 - SUBSEQUENT EVENTSOn 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 Company has evaluated subsequent events fromamount owing is unsecured, the balance sheet date through the date the financial statements were issuednote is interest bearing. Interest rate is 10% and has determined that there are no further events to disclose.due on demand.
7
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. The objective of the company remains to introduce advertisement in nightclub line-ups.
We are a company that intends to provide TV streaming advertisements for customers lining up on the outside of the nightclubs. The idea is to showcase pictures of that particular club scene, special events, deals on drink specials and advertisements from local businesses and other companies. We plan on providing the TV at no cost to the club and to generate revenue through the sale of advertisements from local restaurants, cigarette companies, alcohol companies, clothing companies, ads for sports and entertainment events, etc.
On December 13, 2013, 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. Vagner Gomes Tome, surrenderedLi”) 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 cancellation 7,000,000the 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 the Company. On March 10, 2014, Ms. Alcantara, our current sole executive officer and director, acquired the remaining 500,000 shares of common stock of the Company formerly owned by Mr. Tome for a purchase price of $0.05 per share. Ms. Alcantara is currently the holder of 65.7% of the issued and outstanding shares of common stock ofthis Report, on August 24, 2018, the Company and is the majority shareholderInventors 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 Company
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 quarterly report,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 yet contactedidentified any potential clients. Furthermore,acquisition candidates or entered into any negotiations relating to the same. Additionally, we have not yet developedintend to continue to take such corporate actions necessary to fulfil our systemsreporting obligations with the SEC and services. The Company has not yet implemented itsundertaking other corporate actions necessary to continue and eventually grow the Company’s business model andoperations, through the identification of suitable acquisition partners. We intend to date has generated no revenues.update our shareholders during this process.
We have been unableOn June 1, 2021, our board of directors approved changing our corporate name from Tactical Services, Inc. to raise additional funds to implement our operations, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result,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.
Results of Operations
Results of Operations for the three months Ended July 30, 2019 and 2018
The following summary of our results of operations should be read in conjunction with our audited financial statements for the three-month ended July 30, 2018 and 2017 which are included herein.
Our operating results for the three months ended July 30, 2019 and 2018 are summarized as follows:
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| July 31, | ||
|
| 2019 |
| 2018 |
General and administrative | $ | 70 | $ | - |
Professional fees | $ | 4,261 | $ | - |
Interest expense | $ | 756 | $ | - |
Net Loss | $ | (5,087) | $ | - |
Operating Revenues
During the three months ended July 30, 2019 and 2018, our company did not record any revenues.
Operating Expenses and Net Loss
Operating expenses for the three months ended July 31, 2019 were $5,087 compared to $0 for the three months ended July 31, 2018. The increase in operating expenses was due to an increase of $5,087 in professional fees due to legal and accounting fees incurred for a proposed acquisition transaction that did not finalize during the quarter ended July 31, 2018.
Other Income and Net Loss
Other income consists of interest expense for the three months ended July 30, 2019 was $756 and $0 for the three months ended July 31, 2018. The interest expense is related to an issuance of notes payable.
Liquidity and Capital Resources
Working Capital
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| At |
| At |
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| July 31, |
| April 30, |
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| 2019 |
| 2019 |
Current Assets | $ | - | $ | - |
Current Liabilities | $ | 212,167 | $ | 205,239 |
Working Capital (deficit) | $ | (210,326) |
| (205,239) |
As of July 31, 2019, and April 30, 2019, we had no cash or assets in the Company.
As of July 31, 2019, we had total liabilities of $210,326 compared with $205,239 as of April 30, 2019. The increase in total liabilities was primarily attributed to an increase in accounts payable of $5,087 consisting of professional fees. Additionally, there was accrued interest expense of $1,397 incurred from notes payable.
Cash Flows
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| Three months |
| Three months |
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| Ended |
| Ended |
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| July 31, |
| July 31, |
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| 2019 |
| 2018 |
Cash used in Operating Activities | $ | - | $ | - |
Cash used in Investing Activities | $ | - | $ | - |
Cash provided by Financing Activities | $ | - | $ | - |
Net Decrease in Cash | $ | - | $ | - |
Cashflow from Operating Activities
During the three months ended July 31, 2019, we used $0 of cash for operating activities as compared to $0 during the three months ended July 31, 2018.
Cashflow from Financing Activities
During the three months ended July 31, 2019, the Company received $0 of financing from related parties as compared to $0 from related parties during the three months ended July 31, 2018.
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 beguna working capital deficit of $210,326 and has an accumulated deficit of $286,326. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to analyze strategic alternatives available to our Companyraise 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. Such alternativesThese financial statements do not include raising additional debt or equity financing or consummatingany 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 merger or acquisition with a partner that may involve a change in our business plan.going concern.
Although our Board of Directors' preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management will no longer be in control of our CompanyManagement is currently looking at various options and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital.
We have had preliminary discussions with other potential business combination partners, but have not signed a definitive agreement to engage in a strategic transaction. Any such business combination and the selection of a partner for such a business combination involves certain risks, including analyzing and selecting a business partner that is compatible to engage in a transaction with us or has business operations that are or will prove to be profitable. In the event we select a partner for a strategic transaction and sign a definitive agreement to consummate such a transaction, we will report this event on a Form 8-K to be filed with the Securities and Exchange Commission. If we are unable to locate a suitable business combination partner and are otherwise unable to raise additional funding, we will likely be forced to cease business operations.
Results of Operations
Revenue
We did not generate any revenue during the three-month periods ending July 31, 2017 and 2016.
Expenses
We incurred expenses in the amount of $22,023 during the three-month period ending July 31, 2017 and $4,016 during the three-month period ending July 31, 2016. The increase in expenses was caused by an increase in office and general expenses.
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Net Loss
We incurred a net loss of $22,023 and $4,016 during the three-month periods ending July 31, 2017 and 2016, respectively.
Liquidity and Capital Resources
As of July 31, 2017, we had $0 in cash, with liabilities of $141,990, as compared to $0 in cash and $119,967 in liabilities at April 30, 2017. Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.
Net cash used in operating activities for the three-month period ending July 31, 2017 and 2016 was $0 and $0, respectively. We had $0 net cash provided by financing activities for the three-month period ending July 31, 2017 and 2016.
As of July 31, 2017 and April 30, 2017, the Company has received $127,461 and $101,697 respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest.
investment opportunities. Additional equity financing may not be available to us onupon acceptable terms, or at all, and thus we could fail to satisfy our future cash requirements. The failure to secure additional equity financing would result in need to seek capital from other resources such as debt financing, whichall. If adequate funds are not available on acceptable terms, the Company may not be availableable 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 Company. However, if such financing were available, because we are a Company with no operations to date, it would likely have to pay additional costs associated with high risk loansrecoverability and classification of recorded asset amounts and classification of liabilities that might be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. Ifnecessary should the Company cannot raise additional proceeds viabe unable to continue as a private placement of its common stock or secure debt financing, it would be required to cease business operations. As a result, investors may lose all of their investment.going concern.
Recent Accounting Pronouncements
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.
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 July 31, 2017,2020, 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 July 31, 20172020, 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.
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In performing the above-referenced assessment, our management identified the following material weaknesses:
1.1.Lack of formal policies and procedures necessary to adequately review significant accounting transactions.The Company utilizes a third partythird-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 partythird-party independent contractor is not involved in the day to dayday-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.
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 July 31, 20172019 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.
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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
Resignation of Independent Certifying Accountant
None
Item 6. Exhibits
Exhibit No.Document Description
Exhibit No. | Document Description | |
| Articles of Incorporation | |
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| Amendment to Articles of Incorporation | |
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Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on June 30, 2021). | ||
| Bylaws | |
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| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer | |
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| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * | |
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| Section 1350 Certification of Chief Executive Officer | |
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| Section 1350 Certification of Chief Financial Officer ** | |
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101 |
| Interactive Data Files |
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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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.
Line Up Advertisement,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)
Dated: October 13, 2017
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