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.

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

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

3 Micro-flora is microscopic living plants.

4 Micro-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        Six months
                                            Ended             Ended
                                         October 31,       October 31,
                                            2021              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.

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.

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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