UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A10-Q

(Amendment #1)

For the quarterly period ended: OctoberJanuary 31, 20212022

Commission File Number: 333-182566

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

(Address of principal executive offices) (Zip Code)

+63-28-4412-083

(Registrant’s telephone number, including area code)

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 16,990,01321,990,013 common shares issued and outstanding as of December 7, 2021.March 10, 2022.

EXPLANATORY NOTE:CGS INTERNATIONAL, INC.

QUARTERLY REPORT

TABLE OF CONTENTS

CGS INTERNATIONAL, INC.

CONDENSED FINANCIAL STATEMENTS

January 31, 2022

Unaudited

CGS INTERNATIONAL, INC. 

(formerly Tactical Services Inc.) 

BALANCE SHEETS

(UNAUDITED)

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

CGS INTERNATIONAL, INC. 

(formerly Tactical Services Inc.) 

STATEMENTS OF OPERATIONS 

(UNAUDITED)

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

CGS INTERNATIONAL, INC. 

(formerly Tactical Services Inc.) 

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

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

CGS INTERNATIONAL, INC. 

(formerly Tactical Services Inc.) 

STATEMENTS OF CASH FLOWS 

(UNAUDITED)

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

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

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

The purpose of this Amendment No. 1 (this “Amendment”) to ourForward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. All statements other than statements of historical or current facts included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “could,” “estimate,” “expect,” “project,” “plan,” “potential,” “intend,” “believe,” “may,” “might,” “will,” “objective,” “should,” “would,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenue, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties, including the period ended October 31,risks and uncertainties described in our Form 8-K dated January 20, 2021, (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”“SEC”) on December 10, 2021,the same date, as well as our other SEC filings, as applicable, which factors are incorporated by reference herein. We operate in an evolving environment, new risk factors and uncertainties emerge from time to time, and it is solelynot possible for management to rectify a mistakepredict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the cover page whereextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.

We undertake no obligation to update or revise these forward-looking statements, except as required under the Company inadvertently checked the box as a shell company.federal securities laws.

Corporate History

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

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

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

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

On January 4, 2017, the Company changed its name from Line Up Advertisement, Inc. to Tactical Services, Inc. to reflect the new business direction of the Company.

However, 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 thereof, the Inventors were unsuccessful in fulfilling their obligations under the terms and conditions of the Original Agreement. The effect of the Termination Agreement was that the Original Agreement was rendered null and void and of no legal effect whatsoever, without any liability or obligation on the part of the parties to the Original Agreement.

Accordingly, Mr. Li and Mr. Xian resigned from all positions with the Company effective as of August 24, 2018, and Mr. Francisco Ariel Acosta was re-appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

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

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

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

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

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

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

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

On December 20, 2021, the Company filed a current report on Form 8-K (the “Non-Shell 8-K) with“Company ratified and appointed Mr. Virgilio Acuna to serve as the SEC to include Item 5.06, effectively taking it out of shell status. The Form 10-Q information and disclosure is consistent with the Non-Shell 8-K. This Amendment corrects the mistake on the cover pageIndependent Chairman of the Form 10-Q to properly reflect and discloseCompany’s Board of Directors until the next annual meeting of the Corporation or until his respective successor is duly appointed. The Board has also determined that Mr. Acuna is an “independent director” as defined by Rule 4200(a)(15) of the Company is not a shell company.Marketplace Rules of The Nasdaq Stock Market, Inc.

Results of Operations

This Amendment makes no other changes toResults of Operations for the Form 10-Q as filed with the SEC on December 10,three months Ended January 31, 2022 and 2021 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. Accordingly, this Amendment

The following summary of our results of operations should be read in conjunction with our audited financial statements for the Form 10-Qthree months ended January 31, 2022 and 2021 which are included herein.

Our operating results for the three months ended January 31, 2022 and 2021 are summarized as follows:

Operating Revenues

During the three months ended January 31, 2022 and 2021, our company did not record any revenues.

Operating Expenses

Operating expenses for the three months ended January 31, 2022 were $30,786 compared to $22,525 for the three months ended January 31, 2021. The increase in operating expenses of $8,261 was primarily attributed to an increase in professional and regulatory fees during the period ended January 31, 2021.

Other Expense

Other expenses consisting of interest expense for the three months ending January 31, 2022 was $4,161 and $1,336 for the three months ended January 31, 2021. The imcrease is primarily the result of additional debt incurred during the nine months ended January 31, 2022 .

Results of Operations for the nine months Ended January 31, 2022 and 2021

The following summary of our results of operations should be read in conjunction with our audited financial statements for the six months ended January 31, 2022 and 2021 which are included herein.

Our operating results for the nine months ended January 31, 2022 and 2021 are summarized as follows:

Operating Revenues

During the six months ended January 31, 2022 and 2021, our company did not record any revenues.

Operating Expenses

Operating expenses for the nine months ended January 31, 2022 was $88,673 compared to $25,525 for the year ended January 31, 2021. The increase in operating expenses of $66,148 was primarily attributed to an increase in professional and regulatory fees.

Other Expenses

Other expenses consisting of interest expense, loss on asset acquisitions, and loss and debt settlements for the nine months ended January 31, 2022 was $94,738,625 and $2,863 for the nine months ended January 31, 2021. The increase is primarily the result of the loss on asset acquisition and settlement of debt that occurred during the nine months ended January 31, 2022.

Liquidity and Capital Resources

Working Capital

As of January 31, 2022 and April 30, 2021, we had current assets of $39,556 and $0 cash, respectively, consisting of cash and prepaid assets .

As of January 31, 2021, we had total liabilities of $306,595 compared with $264,888 as of April 30, 2021. The decrease in total liabilities was attributed to the settlement of debt during the period.

Cash Flows

Cashflow from Operating Activities

During the nine months ended January 31, 2022, we used $92,114 of cash for operating activities as compared to $25,250 during the nin months ended January 31, 2021. The increase was primarily attributed to increased professional and regulatory fees.

Cashflow from Financing Activities

During the nine months ended January 31, 2022, the Company received $126,804 of financing as compared to $25,250 during the nine months ended January 31, 2021. The increase is due to an increase in debt financing for the period.

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 $267,039 and has an accumulated deficit of $95,168,186. 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.

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 other filingsChief 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, 2022, 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, 2022, 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:

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 SEC.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 January 31, 2022, 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.

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

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.