This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
Summary Information
On April 17, 2012, Mr. Vagner Gomes Tome, our former executive officer and
former director, incorporated the Company in the State of Nevada and established
a fiscal year end of April 30th. On May 23, 2013, the Company accepted the
resignation of Mr. Vagner Gomes Tome as the sole director and officer of the
Company and accepted the appointment of Mr. Francisco Ariel Acosta to serve in
his stead.
On October 4, 2017, the Company changed its name from Line Up Advertisement,
Inc. to Tactical Services, Inc.
On October 23, 2017, Tactical Services, Inc., a Nevada corporation (the
"Company" or "TTSI") entered into an Asset Acquisition Agreement (the "Original
Agreement") with Thomas Li, an individual ("Mr. Li") and Nathan Xian, an
individual ("Mr. Xian") (collectively Mr. Li and Mr. Xian are refereed to
hereinafter as the "Inventors"). TTSI was to purchase various assets owned by
the Inventors relating the development, sales, marketing and distribution of
Unmanned Ariel Vehicles ("UAV" or "Drones"). Pursuant to the Original Agreement,
the Company was to acquire one hundred percent (100%) of the assets then owned
by the Inventors in exchange for the issuance of an aggregate of 60,000,000
restricted shares of the Company's common stock ("TTSI Shares") to the
Inventors.
However, on August 24, 2018, the Company and the Inventors entered into a
Termination Agreement (the "Termination Agreement"), terminating the Original
Agreement. The Termination Agreement was the direct result of a material breach
of the terms and conditions of the Original Agreement. Specifically, the
Inventors, pursuant to Section 2.01 of the Original Agreement, were to "sell,
transfer, convey, assign and deliver…" various assets to the Company. As of the
date of termination, the Inventors have been unsuccessful in fulfilling their
obligations under the terms and conditions of the Original Agreement. The effect
of the Termination Agreement is that the Original Agreement is rendered null and
void and shall have no legal effect whatsoever, without any liability or
obligation on the part of any party to the Original Agreement.
The Agreement contained a post-closing condition such that the Company's
majority shareholder cancelled 50,000,000 shares of the Company's restricted
common stock then currently beneficially owned, such stock was cancelled and
returned to the Company's treasury.
The foregoing summary is a description of the terms of the Original Agreement
and the Termination Agreement which may not contain all information that is of
interest to the reader. For further information regarding specific terms and
conditions of the Original Agreement and the Termination Agreement which were
filed with the SEC on October 25, 2017, as Exhibit 10.01 to the Company's
Current Report on Form 8-K and on August 28, 2018, as Exhibit 10.02 to the
Company's Current Report on Form 8-K respectively, both of which are
incorporated herein by this reference.
We are currently seeking acquisition partners we believe would be beneficial for
the Company and our shareholders. To this end, we intent to begin the process of
identifying sectors and industries that current management believes will provide
the most long-term and short-term benefit to the existing and future
shareholders of the Company. However, as of the date of this Report we have not
identified any potential acquisition candidates or entered into any negotiations
relating to the same. Additionally, we intend to continue to take such corporate
actions necessary to fulfil our reporting obligations with the SEC and
undertaking other corporate actions necessary to continue and eventually grow
the Company's business operations, through the identification of suitable
acquisition partners. We intend to update our shareholders during this process.
On June 1, 2021, our board of directors approved changing our corporate name
from Tactical Services, Inc. to CGS International, Inc. Additionally, on June 1,
2021, our Board of Directors approved a reverse stock split of our issued and
authorized shares of common stock on the basis of 400 old shares for one (1) new
share. When approved, our issued and outstanding capital will decrease from
76,000,000 shares of common stock to 190,000 shares of common stock. The $0.001
par value of our common shares will remain unchanged.
The resolutions of our Board of Directors approving the above described reverse
stock split and name change are subject to the prior approval by the Financial
Industry Regulatory Authority (FINRA). In anticipation of submitting to FINRA,
on June 7, 2021, we filed with the Nevada Secretary of State (i) a Certificate
of Change Pursuant to NRS 78.209 reflecting the reverse stock split and (ii) a
Certificate for Reinstatement via which we also filed an Application for
Reinstatement or Revival form changing our name to CGS International, Inc.,
thereby effectively amending our Articles of Incorporation.
As of the date of this Report, FINRA has yet to complete its review for the name
change and reverse stock split. Results of Operations
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Results of Operations for the three months Ended July 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 July 31, 2021
and 2020 which are included herein.
Our operating results for the three months ended July 31, 2021 and 2020 are
summarized as follows:
July 31,
2021 2020
General and administrative $ 9,455 $ -
Professional fees $ 20,000 $ -
Interest expense $ 2,276 $ 758
Net Loss $ (31,731 ) $ (758 )
Operating Revenues
During the three months ended July 31, 2021 and 2020, our company did not record
any revenues.
Operating Expenses
Operating expenses for the three months ended July 31, 2021 were $29,455
compared to $0 for the three months ended July 31, 2020. The increase in
operating expenses of $29,455 was primarily attributed to an increase in $9,455
in filing and $20,000 in additional professional costs.
Other Income
Other income consisting of interest expense for the three months ending July 31,
2021 was $2,276 and $758 for the three months ended in July 31, 2021. The
interest expense is from an issuance of notes payable.
Liquidity and Capital Resources
Working Capital
At At
July 31, April 30,
2021 2021
Current Assets $ - $ -
Current Liabilities $ 296,619 $ 264,888
Working Capital (deficit) (296,619 ) (264,888 )
As of July 31, 2021 and April 30, 2021, we had no cash or assets in the Company.
As of July 31, 2021, we had total liabilities of $296,619 compared with $264,888
as of April 30, 2021. The increase in total liabilities was attributed to $3,231
increase in accounts payable and anincrease in notes payables.
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Cash Flows
Three months Three months
Ended Ended
July 31, July 31,
2021 2020
Cash used in Operating Activities $ (28,500 ) $ (500 )
Cash used in Investing Activities $
- $ -
Cash provided by Financing Activities $ 28,500 $ 500
Net Increase in Cash
$ - $ -
Cash flow from Operating Activities
During the three months ended July 31, 2021, we used $28,500 of cash for
operating activities as compared to $500 during the three months ended July 31,
2020.
Cash flow from Financing Activities
During the nine months ended July 31, 2021, the Company received $28,500 of
financing as compared to $500 during the three months ended July 31, 2020. The
increase was attributed to $28,500 is due to new loans issued.
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 $296,619 and has an accumulated deficit of $372,619. 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 endeavors 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.
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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