CGS INTERNATIONAL, INC. - Quarter Report: 2021 October (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: October 31, 2021

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

Commission File Number: 333-182566

CGS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

32-0378469

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1111 South 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Emerging growth company	☐
Smaller reporting company	☒

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: 16,990,013 common shares issued and outstanding as of December 7, 2021.

CGS INTERNATIONAL, INC.

QUARTERLY REPORT

TABLE OF CONTENTS

		Page Number
	PART I - FINANCIAL INFORMATION
Item 1	Financial Statements
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4	Controls and Procedures	21

	PART II - OTHER INFORMATION
Item 1	Legal Proceedings	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3	Defaults Upon Senior Securities	22
Item 4	(Removed and Reserved)	22
Item 5	Other Information	22
Item 6	Exhibits	23

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CGS INTERNATIONAL, INC.

CONDENSED FINANCIAL STATEMENTS

October 31, 2021

Unaudited

CONDENSED BALANCE SHEETS		4
CONDENSED STATEMENTS OF OPERATIONS		5
STATEMENTS OF STOCKHOLDERS' DEFICIT		6
CONDENSED STATEMENTS OF CASH FLOWS		7
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS		8

Table of Contents

CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

BALANCE SHEETS

(UNAUDITED)

ASSETS	October 31, 2021			April 30, 2021

Cash		-			-
Total assets		-			-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses		31,003			16,048
Due to related parties		68,383			170,080
Notes payable		131,680			78,760
Convertible notes payable, net		1,026			-

Total current liabilities		232,092			264,888

Total liabilities		232,092			264,888

Stockholders' deficit
Preferred shares, $0.001 par value; 76,000,000 shares authorized;
6,029,696 and 0 shares Issued and outstanding as of October 31, 2021 and
April 30, 2021 respectively		-			-
Preferred shares, Series A $0.001 par value; 10,000,000 shares authorized;
0 Issued and outstanding as of October 31, 2021 and April 30, 2021 respectively
Preferred shares, Series B $0.001 par value; 10,000,000 shares authorized;
6,029,696 and 0 shares issued and outstanding as of October 31, 2021 and
April 30, 2021 respectively		6,030			-
Preferred shares, Series C $0.001 par value; 10,000,000 shares authorized;
0 shares issued and outstanding as of October 31, 2021 and April 30, 2021 respectively		-			-
Common shares, $0.001 par value; 300,000,000 shares authorized;
46,990,013 and 190,013 shares issued and outstanding
as of October 31, 2021 and April 30, 2021 respectively		46,990			190
Additional paid-in capital		94,848,127			75,810
Accumulated deficit		(95,133,239	)		(340,888	)
Total stockholders' deficit		(232,092	)		(264,888	)

Total liabilities and stockholders' deficit		-			-

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

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended						For the six months ended
	October 31,						October 31,
	2021			2020			2021			2020


Sales	$	-		$	-		$	-		$	-

Operating expenses
General and administrative		15,032			-			24,487			-
Professional fees		13,400			-			33,400			-
Total operating expenses		28,432			-			57,887			-

Loss from operations		(28,432	)		-			(57,887	)		-

Other expenses
Interest expense		(102,635	)		(758	)		(104,911	)		(1,527	)
Loss on asset acquisition		(30,600,000	)		-			(30,600,000	)		-
Loss on settlement of debt		(64,029,553	)		-			(64,029,553	)		-
Total other expense		(94,732,188	)		(758	)		(94,734,464	)		(1,527	)

Net loss	$	(94,760,620	)	$	(758	)	$	(94,792,351	)	$	(1,527	)

Net loss per common share: basic and diluted	$	(5.71	)	$	(0.00	)	$	(2.83	)	$	(0.01	)

Weighted average common shares outstanding -
basic and diluted		16,591,087			190,013			33,523,208			190,013

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

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

STATEMENTS OF STOCKHOLDERS' DEFICIT

(UNAUDITED)

	Preferred A Stock				Preferred B Stock						Preferred C Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, April 30, 2021		-		-		-			-			-		-		190,193		190		75,810			(340,888	)		(264,888	)
Net loss																							(31,731	)		(31,731	)
Balance, July 31, 2021		-		-		-			-			-		-		190,193		190		75,810			(372,619	)		(296,619	)
Shares issued for settlement of debt		-		-		7,169,696			7,170			-		-		11,100,000		11,100		64,105,180			-			64,123,450
Conversion of preferred stock to common stock		-		-		(1,140,000	)		(1,140	)		-		-		5,700,000		5,700		(4,560	)		-			-
Shares issued for asset acquisition		-		-		-			-			-		-		30,000,000		30,000		30,570,000			-			30,600,000
Beneficial Conversion feature of convertible debt		-		-		-			-			-		-		-		-		101,697			-			101,697
Net loss		-		-		-			-			-		-		-		-		-			(94,760,620	)		(94,760,620	)
Balance, October 31, 2021		-		-		6,029,696			6,030			-		-		46,990,193		46,990		94,848,127			(95,133,239	)		(232,092	)

Balance, April 30, 2020		-		-		-			-			-		-		190,193		190		75,810			(288,578	)		(212,578	)
Net Loss																							(758	)		(758	)
Balance, July 31, 2020		-		-		-			-			-		-		190,193		190		75,810			(289,336	)		(213,336	)
Net Loss																							(769	)		(769	)
Balance, October 31, 2020		-		-		-			-			-		-		190,193		190		75,810			(290,105	)		(214,105	)

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

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the six months ended
	October 31, 2021			October 31, 2020
Cash Flows from Operating Activities
Net loss	$	(94,792,351	)	$	(1,527	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on settlement of debt		64,029,553			-
Loss on asset acquisition		30,600,000			-
Amortization of Debt discount		94,923			-
Changes in assets and liabilities
Accounts payable and accrued liabilities		14,955			1,027
Net cash from operating activities		(52,920	)		(500	)

Cash Flows from Investing Activities
Net cash from financing activities		-			-

Cash Flows from Financing Activities
Proceeds from notes payable		52,920			500
Net cash from financing activities		52,920			500

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	$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of loan balance to convertible notes payable	$	101,697		$	-
Preferred stock converted into common stock	$	1,140		$	-

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

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

1.	Nature of Operations and Continuance of Business

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

2.	Summary of Significant Accounting Policies

Basis of Presentation

		The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the six months ended October 31, 2021 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended April 30, 2021, as filed with the SEC.

		The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending April 30, 2022.

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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of October 31, 2021 and April 30, 2020, the Company had no cash equivalents.

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.

Income Taxes

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

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

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

Financial Instruments

		Level 1

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

		Level 2

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

		Level 3

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

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

Recent Accounting Pronouncements

		In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on the consolidated financial statements.

		The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit of $238,866 and has an accumulated deficit of $238,866. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

4.	Due to Related Party

	As of October 31, 2021, the Company has received $68,383 (April 30, 2021 - $170,080) in loans and payment of expenses from related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. On August 24, 2021 the Company and one related party debt holder entered into an agreement to assign $101,697 of related party loans to a third party.

5.	Notes Payable

Notes payable consist of the following at:

	October 31, 2021		April 30, 2021
Note payable, secured, 10% interest, due on demand	$	30,000	$	30,000
Note payable, secured, 10% interest, due on demand		500		500
Note payable, secured, 10% interest, due on demand		2,260		2,260
Note payable, secured, 10% interest, due on demand		7,500		7,500
Note payable, secured, 10% interest, due on demand		15,000		15,000
Note payable, secured, 10% interest, due on demand		16,000		16,000
Note payable, secured, 10% interest, due on demand		7,500		7,500
Note payable, secured, 10% interest, due on demand		4,500		-
Note payable, secured, 10% interest, due on demand		9,000		-
Note payable, secured, 10% interest, due on demand		4,000		-
Note payable, secured, 10% interest, due on demand		6,000		-
Note payable, secured, 10% interest, due on demand		5,000		-
Note payable, secured, 10% interest, due on demand		24,420		-
Total notes Payable	$	131,680	$	78,760

On June 2, 2021, the Company received $4,500 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured carries and interest rete of 10% and is due within 10 days of demand. The note payable balance as of October 31, 2021 is $4,500. Interest expense on the note was $486 and $0 for the six months ended October 31, 2021 and 2020, respectively.

On June 3, 2021, the Company received $9,000 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured carries and interest rete of 10% and is due within 10 days of demand. The note payable balance as of October 31, 2021 is $9,000. Interest expense on the note was $972 and $0 for the six months ended October 31, 2021 and 2020, respectively.

On July 8, 2021, the Company received $4,000 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured carries and interest rete of 10% and is due within 10 days of demand. The note payable balance as of October 31, 2021 is $4,000. Interest expense on the note was $432 and $0 for the six months ended October 31, 2021 and 2020, respectively.

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

	On July 9, 2021, the Company received $6,000 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured carries and interest rete of 10% and is due within 10 days of demand. The note payable balance as of October 31, 2021 is $6,000. Interest expense on the note was $648 and $0 for the six months ended October 31, 2021 and 2020, respectively.

	On July 21, 2021, the Company received $5,000 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured carries and interest rete of 10% and is due within 10 days of demand. The note payable balance as of October 31, 2021 is $5,000. Interest expense on the note was $540 and $0 for the six months ended October 31, 2021 and 2020, respectively.

	On August 24, 2021 the Company and one related party debt holder entered into an agreement to assign $101,697 of related party loans to an unrelated party. On September 13, 2021 the assigned loan was assigned to a number of debt holders as convertible notes. See Note 6 for details.

	On October 31, 2021, the Company received $24,420 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured carries and interest rete of 10% and is due within 10 days of demand. The note payable balance as of October 31, 2021 is $24,420. Interest expense on the note was $0 and $0 for the six months ended October 31, 2021 and 2020, respectively.

6.	Convertible Notes Payable

Convertible Notes payable consist of the following at:

	October 31, 2021			April 30, 2021
Convertible note payable, unsecured, 10% interest, due September 13, 2022, net	$	2,800		$	-
Convertible note payable, unsecured, 10% interest, due September 13, 2022, net		2,400			-
Convertible note payable, unsecured, 10% interest, due September 13, 2022, net		2,600			-
Total convertible notes		7,800			-
Unamortized discount		(6,774	)		-
Convertible notes payable, net	$	1,026		$	-

On September 13, 2021 $10,000 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $10,000of principal amount 10% unsecured convertible promissory notes related to the same debt. The note is due on September 13, 2021 and is convertible into shares of the company’s common stock at a price of $.002 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $10,000. On September 14, 2021 $2,800 of the note principal was converted into 1,400,000 shares of the Company’s common stock, valued at $1,428,000, and recorded a loss on settlement of debt of $1,425,200. On October 5, 2021 $4,400 of the note principal was converted into 2,200,000 shares of the Company’s common stock, valued at $7,656,000, and recorded a loss on settlement of debt of $7,651,600. The convertible note payable balance as of October 31, 2021 is $368, net of unamortized debt discount of $2,432. Interest expense on the note was $7,605 and $0, including $7,568 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

On September 13, 2021 $10,000 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $10,000of principal amount 10% unsecured convertible promissory notes related to the same debt. The note is due on September 13, 2021 and is convertible into shares of the company’s common stock at a price of $.002 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $10,000. On September 22, 2021 $3,200 of the note principal was converted into 1,600,000 shares of the Company’s common stock valued at $1,632,000, and recorded a loss on settlement of debt of $1,628,800. On October 5, 2021 $4,400 of the note principal was converted into 2,200,000 shares of the Company’s common stock valued at 7,656,000, and recorded a loss on settlement of debt of $7,651,600. The convertible note payable balance as of October 31, 2021 is $316, net of unamortized debt discount of $2,084. Interest expense on the note was $7,948 and $0, including $7,916 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

On September 13, 2021 $10,000 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $10,000of principal amount 10% unsecured convertible promissory notes related to the same debt. The note is due on September 13, 2021 and is convertible into shares of the company’s common stock at a price of $.002 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $10,000. On September 24, 2021 $3,000 of the note principal was converted into 1,500,000 shares of the Company’s common stock valued at $1,530,000, and recorded a loss on settlement of debt of $1,527,000. On October 5, 2021 $4,400 of the note principal was converted into 2,200,000 shares of the Company’s common stock valued at 7,656,000, and recorded a loss on settlement of debt of $7,651,600. The convertible note payable balance as of October 31, 2021 is $342, net of unamortized debt discount of $2,258 . Interest expense on the note was $7,779 and $0, including $7,742 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

	On September 13, 2021 $23,898 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $23,898 of principal amount 10% unsecured convertible promissory notes related to the same debt. The note was due on September 13, 2022 and was convertible into shares of the company’s series B preferred stock at a price of $.001 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $23,898. On September 14, 2021 the full amount of $23,898 was converted into 2,389,898 shares of the Companys series B preferred stock, valued at $12,188,479, and recorded a loss on settlement of debt of $12,164,581. The convertible note payable balance as of October 31, 2021 is $0. Interest expense on the note was $23,898 and $0, including $23,898 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

	On September 13, 2021 $23,899 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $23,899 of principal amount 10% unsecured convertible promissory notes related to the same debt. The note was due on September 13, 2022 and was convertible into shares of the company’s series B preferred stock at a price of $.001 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $23,899. On September 14, 2021 the full amount of $23,899 was converted into 2,389,899 shares of the Companys series B preferred stock, valued at $12,188,485, and recorded a loss on settlement of debt of $12,164,586. The convertible note payable balance as of October 31, 2021 is $0. Interest expense on the note was $23,899 and $0, including $23,898 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

	On September 13, 2021 $23,899 of notes payable was assigned from a loan holder to an unrelated party. The Company then issued $23,899 of principal amount 10% unsecured convertible promissory notes related to the same debt. The note was due on September 13, 2022 and was convertible into shares of the company’s series B preferred stock at a price of $.001 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $23,899. On September 14, 2021 the full amount of $23,899 was converted into 2,389,899 shares of the Companys series B preferred stock, valued at $12,188,485, and recorded a loss on settlement of debt of $12,164,586. The convertible note payable balance as of October 31, 2021 is $0. Interest expense on the note was $23,899 and $0, including $23,898 and $0 of amortization of debt discount for the six months ended October 31, 2021 and 2020, respectively.

7.	Stockholders’ Equity

	The Company’s capitalization is 300,000,000 common shares and 76,000,000 preferred shares with a par value of $0.001 per share. No preferred shares have been issued.

	a)	As of October 31, 2021, and April 30, 2021 the Company had 76,000,000 and 76,000,000 shares of common shares issued and outstanding, respectively.

	b)	As of October 31, 2021, and April 30, 2021 the Company had 0 and 0 shares of Series A Preferred Stock issued and outstanding, respectively.

	c)	As of October 31, 2021, and April 30, 2021 the Company had 6,029,696 and 0 shares of Series B Preferred Stock issued and outstanding, respectively.

As of October 31, 2021, and April 30, 2021 the Company had 0 and 0 shares of Series C Preferred Stock issued and outstanding, respectively.

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

Series A Preferred Stock

On September 13, 2021, the Company designated a class of preferred stock, the “Series A Preferred Stock,” consisting of ten million 10,000,000 shares, par value $0.001.

Under the Certificate of Designation, holders of the Series A Preferred Stock are entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of one hundred (100) votes for each share held. The holders are entitled to liquidation preference senior to common stock

Series B Preferred Stock

On September 13, 2021, the Company designated a class of preferred stock, the “Series B Preferred Stock,” consisting of ten million 10,000,000 shares, par value $0.001.

Under the Certificate of Designation, holders of the Series B Preferred Stock are entitled at their option to convert their preferred shares into common stock at a conversion rate of five (5) shares of common stock for every one (1) share of Series B Preferred Stock. The holders of Series B Preferred stock are not entitled to voting rights. The holders are entitled to equal rights with our Preferred Series A stockholders as it relates to liquidation preference.

Series C Preferred Stock

On September 13, 2021, the Company designated a class of preferred stock, the “Series C Preferred Stock,” consisting of ten million 10,000,000 shares, par value $0.001.

Issuances of Common and Preferred Stock for the six months ended October 31, 2021

On September 14, 2021 a convertible debt holder converted $23,898 of debt into 2,389,898 shares of Preferred B Stock. The shares were valued at 12,188,479, or $5.09 per share, and a loss on settlement of debt of $12,164,581 was recorded.

On September 14, 2021 a convertible debt holder converted $23,899 of debt into 2,389,899 shares of Preferred B Stock. The shares were valued at 12,188,485, or $5.10 per share, and a loss on settlement of debt of $12,164,586 was recorded.

On September 14, 2021, a convertible note holder converted $2,800 in principal into 1,400,000 shares of common stock at a conversion price of $0.002 per share. The shares were valued at 1,428,000, or $1.02 per share, and a loss on settlement of debt of $1,425,200 was recorded.

On September 22, 2021, a convertible note holder converted $3,000 in principal into 1,600,000 shares of common stock at a conversion price of $0.002 per share. The shares were valued at $1,530,000, or $1.02 per share, and a loss on settlement of debt of $1,527,000 was recorded.

On September 24, 2021, a convertible note holder converted $3,200 in principal into 1,600,000 shares of common stock at a conversion price of $0.002 per share. The shares were valued at 1,632,000 or $1.02 per share, and a loss on settlement of debt of $1,628,800 was recorded.

On September 27, 2021 a Preferred Series B stockholder converted 380,000 shares of Preferred Series B Stock into 1,900,000 shares of the Companys common stock.

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CGS INTERNATIONAL, INC.

(formerly Tactical Services Inc.)

Notes to the Financial Statements

	On September 29, 2021 the Company issued 30,000,000 shares of common stock valued at $30,600,000 or $1.02 per share per an asset purchase agreement. The value of the purchased assets was unidentifiable and the value of the shares were recorded as a loss on asset acquisition.

	On September 27, 2021 a Preferred Series B stockholder converted 380,000 shares of Preferred Series B Stock into 1,900,000 shares of the Companys common stock.

	On October 5, 2021, a convertible note holder converted $4,400 in principal into 2,200,000 shares of common stock at a conversion price of $0.002 per share. The shares were valued at $7,656,000 or $3.48 per share, and a loss on settlement of debt of $7,561,600 was recorded.

	On October 5, 2021, a convertible note holder converted $4,400 in principal into 2,200,000 shares of common stock at a conversion price of $0.002 per share. The shares were valued at $7,656,000 or $3.48 per share, and a loss on settlement of debt of $7,561,600 was recorded.

	On October 5, 2021, a convertible note holder converted $4,400 in principal into 2,200,000 shares of common stock at a conversion price of $0.002 per share. The shares were valued at $7,656,000 or $3.48 per share, and a loss on settlement of debt of $7,561,600 was recorded.

8.	Subsequent Events

	On December 1, 2021 the Company exchanged 3,000,000 shares of series A preferred stock for 30,000,000 shares of common stock which were then returned and cancelled.

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

Forward-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 risks and uncertainties described in our Form 8-K dated October 11, 2021, filed with the Securities and Exchange Commission (the “SEC”) on the same date, as well as our other SEC filings, as applicable, which factors are incorporated by reference herein. We operate in an evolving environment, new risk factors and uncertainties emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from 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 federal securities laws.

Corporate History

On April 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 October 23, 2017, the Company closed on an Asset Acquisition Agreement (the “Original Agreement”) with Thomas Li, an individual and Nathan Xian, an individual (collectively Mr. Li and Mr. Xian are refereed to 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:

	·	As of October 23, 2017, Francisco Ariel Acosta resigned from all positions with the Company, including but not limited to those of President, Chief Executive Officer, Secretary and Director.
	·	As of October 23, 20017, Thomas Li was appointed a member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer.
	·	As of October 23, 20017, Nathan Xian was appointed a member of the Company’s Board of Directors and Chief Financial Officer and Secretary.

On October 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.

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

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

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

Business Overview

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

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

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

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

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

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

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

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

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

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

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

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

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

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

______________

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

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

³Micro-flora is microscopic living plants.

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

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Results of Operations

Results of Operations for the three months Ended October 31, 2021 and 2020

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three months ended October 31, 2021 and 2020 which are included herein.

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

	October 31,
	2021			2020
General and administrative	$	15,032		$	-
Professional fees	$	13,400		$	-
Other expenses	$	94,732,188		$	758
Net Loss	$	(94,760,620	)	$	(758	)

Operating Revenues

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

Operating Expenses

Operating expenses for the three months ended October 31, 2021 were $28,432 compared to $0 for the three months ended October 31, 2020. The increase in operating expenses of $28,432 was primarily attributed to an increase in professional and regulatory fees during the period ended October 31, 2021.

Other Expense

Other expenses consisting of interest expense, loss on asset acquisitions, and loss and debt settlements for the three months ending October 31, 2021 was $94,732,188 and $758 for the three months ended October 31, 2020. The increase is primarily the result of the loss on asset acquisition and settlement of debt that occurred during the three months ended October 31, 2021.

Results of Operations for the six months Ended October 31, 2021 and 2020

The following summary of our results of operations should be read in conjunction with our audited financial statements for the six months ended October 31, 2021 and 2020 which are included herein.

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

	October 31,
	2021			2020
General and administrative	$	24,487		$	-
Professional fees	$	33,400		$	-
Interest expense	$	94,734,464		$	1,527
Net Loss	$	(94,792,351	)	$	(1,527	)

Operating Revenues

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

Operating Expenses

Operating expenses for the six months ended October 31, 2021 was $57,887 compared to $0 for the year ended October 31, 2020. The increase in operating expenses of $57,887 was primarily attributed to an increase in professional and regulatory fees.

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Other Expenses

Other expenses consisting of interest expense, loss on asset acquisitions, and loss and debt settlements for the six months ended October 31, 2021 was $94,792,351 and $1,527 for the six months ended October 31, 2021. The increase is primarily the result of the loss on asset acquisition and settlement of debt that occurred during the three months ended October 31, 2021.

Liquidity and Capital Resources

Working Capital

	At			At
	October 31,			April 30,
	2021			2021
Current Assets	$	-		$	-
Current Liabilities	$	232,092		$	264,888
Working Capital (deficit)		(232,092	)		(264,888	)

As of October 31, 2021 and April 30, 2021, we had no cash or assets in the Company.

As of October 31, 2021, we had total liabilities of $232,092 compared with $264,888 as at April 30, 2021. The decrease in total liabilities was attributed to the settlement of debt during the period.

Cash Flows

	Six months Ended October 31, 2021			Six months Ended October 31, 2020
Cash used in Operating Activities	$	(52,920	)	$	(500	)
Cash used in Investing Activities	$	-		$	-
Cash provided by Financing Activities	$	52,920		$	500
Net Increase in Cash	$	-		$	-

Cashflow from Operating Activities

During the six months ended October 31, 2021, we used $52,920 of cash for operating activities as compared to $500 during the six months ended October 31, 2020. The increase was primarily attributed to increased professional and regulatory fees.

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Cashflow from Financing Activities

During the six months ended October 31, 2021, the Company received $52,920 of financing as compared to $500 during the six months ended October 31, 2020. 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 $232,092 and has an accumulated deficit of $95,133,239. 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.

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.

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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 October 31, 2021, 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 October 31, 2021, 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 October 31, 2021, 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

None

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Item 6. Exhibits

Exhibit No.		Document Description
3.1(a)		Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on July 06, 2012)

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

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

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

10.1		Asset Purchase Agreement dated September 29, 2021 by and between Ramon Mabanta and CGS International, Inc. (incorporated by reference from our Current Report on Form 8-K filed on September 29, 2021)

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

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

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer **

101		Interactive Data Files

* Included in Exhibit 31.1

** Included in Exhibit 32.1

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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.

		CGS International, Inc.

Dated: December 10, 2021		/s/ Ramon Mabanta
		Ramon Mabanta President, Secretary, Treasurer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)