CGS INTERNATIONAL, INC. - Quarter Report: 2018 January (Form 10-Q)

TACTICAL SERVICES, INC.

QUARTERLY REPORT

TABLE OF CONTENTS

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Tactical Services Inc.

January 31, 2018

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Tactical Services Inc.

(formerly Line Up Advertisement Inc.)

Condensed Balance Sheets

(Expressed in U.S. dollars)

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Tactical Services Inc.

(formerly Line Up Advertisement Inc.)

Condensed Statements of Operations

(Expressed in U.S. dollars)

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Tactical Services Inc.

(formerly Line Up Advertisement Inc.)

Condensed Statements of Cash Flows

(Expressed in U.S. dollars)

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Tactical Services Inc.

(formerly Line Up Advertisement Inc.)

Notes to the Condensed Interim Financial Statements

For the period ended January 31, 2018

1.Nature of Operations and Continuance of Business 

Tactical Services Inc. (formerly Line Up Advertisement 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. As at January 31, 2018, the Company has a working capital deficit of $170,051 and an accumulated deficit of $197,466. 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.

2.Summary of Significant Accounting Policies 

a)Basis of Presentation 

The accompanying interim condensed financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2017. These interim condensed financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is April 30.

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)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.

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Tactical Services Inc.

(formerly Line Up Advertisement Inc.)

Notes to the Condensed Interim Financial Statements

For the period ended January 31, 2018

2.Summary of Significant Accounting Policies (continued) 

d)Recent Accounting Pronouncements 

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 

4.Common Shares 

The Company’s capitalization is 300,000,000 common shares with a par value of $0.001 per share and 75,000,000 preferred shares with a par value of $0.001 per share. The Company has not issued any preferred shares as at January 31, 2018.

a)On April 25, 2012, the Company issued 750,000,000 Founder's shares for proceeds of $7,500. In September 2012 the Company issued 26,000,000 common shares for proceeds of $5,200. 

b)On December 13, 2014, 700,000,000 common shares were retired. 

c)On October 23, 2017, the Company approved a forward stock split of its issued and outstanding common shares on a basis of 100 new common shares for each 1 old common share. The impact of the forward stock split has been applied on a retroactive basis and all common share amounts reflect the impact of the forward stock split.  

d)On November 20, 2017, the former Chief Executive Officer and Director of the Company returned 50,000,000 common shares of the Company which were returned to treasury and cancelled.  

5.Subsequent Events 

a)On October 23, 2017, the Company entered into an asset acquisition agreement (the “Agreement”) to acquire assets relating to the development, sales, marketing, and distribution of unmanned aerial vehicles in exchange for the issuance of 60,000,000 common shares of the Company to two individuals (the “Inventors”). As part of the transaction, the Chief Executive Officer and Director of the Company returned 50,000,000 common shares which were subsequently cancelled. As a result of the Agreement, the Inventors would hold 73% of the issued and outstanding common shares of the Company.  

On August 24, 2018, the Company and the Inventors entered into a termination agreement, as the terms of the original Agreement were not fulfilled. As a result, on August 27, 2018, the Company reissued 50,000,000 common shares to the Chief Executive Officer and Director of the Company. The common shares that were issuable to the Inventors were never issued.

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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 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, 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.

Results of Operations

Revenue

We have not generated any revenues since our inception on April 17, 2012.

Expenses

During the three months ended January 31, 2018, we incurred operating expenses of $8,025 compared with $5,308 during the three months ended January 31, 2017. The increase is due to professional fees and general and administrative expenses incurred during the period with respect to legal and filing fees incurred during the period.

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During the nine months ended January 31, 2018, we incurred operating expenses of $50,084 compared with $19,905 during the nine months ended January 31, 2017. The increase is due to professional fees incurred during the period with respect to legal and filing fees incurred during the period.

Net Loss

We incurred a net loss of $50,084 during the nine months ended January 31, 2018 compared to a net loss of $19,905 during the nine months ended January 31, 2017 due to an increase in professional fees relating to legal and filing costs. For both the three and nine month ended January 31, 2018 and 2017, we incurred a loss per share of $nil.

Liquidity and Capital Resources

As of January 31, 2018, and April 30, 2017, we had no cash balance and no assets. As at January 31, 2018, we had liabilities of $170,051 compared with liabilities of $119,967 as at April 30, 2017. The increase in liabilities was due to $62,651 financed by related parties which was offset by a decrease in accounts payable and accrued liabilities of $12,567. Our working capital deficit increased from $119,967 at April 30, 2017 to $170,051 at January 31, 2018. We incurred operating expenses during the period which was financed by our Chief Executive Officer and Director. 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 nine months ended January 31, 2018 and 2017 was $nil. All of our operating activities were supported by our Chief Executive Officer and Director. We did not have any investing or financing activities during the six months ended January 31, 2018 and 2017.

During the period ended January 31, 2018, we cancelled 50,000,000 common shares that were previously issued. In October 2017, we finalized a 100-to-1 forward stock split of our common shares and authorized a new class of preferred shares for up to 75,000,000 preferred shares with a par value of $0.001 per share and amended our authorized common shares to 300,000,000 common shares with a par value of $0.001 per share. We did not issue any preferred shares during the nine months ended January 31, 2018.

Additional equity financing may not be available to us on 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, which may not be available 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 loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via 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.

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.

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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, 2018, 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, 2018 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.

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, 2018 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.

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

* 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.

Tactical Services, Inc.

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