CGS INTERNATIONAL INC. ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.
Introduction
On a current report on Form 8-K, on
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
As such, we have determined that as of
The financial information in the Company's: (i) Form 10-Q for the period ended
Accordingly, and as a matter of law, upon the closing of the Purchase Agreement, the Company is no longer considered a "shell company" as that term is defined in Rule 405 of the Securities Act of 1933, as amended. Rule 405 provides that:
Shell company. The term shell company means a registrant, other than an
asset-backed issuer as defined in Item 1101(b) of
(1) No or nominal operations; and
(2) Either:
(i) No or nominal assets;
(ii) Assets consisting solely of cash and cash equivalents; or,
(iii) Assets consisting of any amount of cash and cash equivalents
and nominal other assets.
Note: For purposes of this definition, the determination of a registrant's assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant's balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.
2
The information provided in this section captioned "Introduction" related to the Purchase Agreement is incorporated by reference into this Item 5.06. We have included the information that would be required if the registrant were filing a general form for registration of securities on Form 10, including a complete description of the business and operations of the Company, such information can be found below.
FORM 10 DISCLOSURE
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the "safe harbor" protection for forward-looking statements that applicable federal securities law affords.
From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan," "intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual, or potential future earnings, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: international pandemics, general economic or industry conditions, nationally and/or in the communities in which our company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations, products, services and prices.
We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. You should carefully consider the Risk Factors and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. We assume no
obligation to update any forward-looking statements in order to reflect any
event or circumstance that may arise after the date of this report, other than
as may be required by applicable law or regulation. Readers are urged to
carefully review and consider the various disclosures made by us in our reports
filed with the
3 ITEM 1. BUSINESS Corporate History
On
On
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 15.
END OF FORM 10 DISCLOSURE
35
ITEM 8.01 OTHER INFORMATION
None.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. In accordance with Item 9.01(a),
(i)
* Our Form 10-Q for the period ended July 31, 2021 , as filed with the SEC
on September 13, 2021 , is filed as exhibit 99.1 by reference.
* Our Form 10-K for the period ended April 30, 2021 , as filed with the
SEC on August 18, 2021 , is filed as exhibit 99.2 by reference.
* Our Form 10-Q for the period ended January 31, 2021 , as filed with the
SEC on August 3, 2021 , is filed as exhibit 99.3 by reference.
* Form 10-Q for the period ended October 31, 2020 , as filed with the SEC
on August 3, 2021 , is filed as exhibit 99.4 by reference.
(b) Pro forma financial information. None.
(c) Shell Company Transactions. Please see items attached to Items 9.01(a) and 9.01(b) above.
(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit
Number Description of Exhibit
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 )
3.1(d) Amendment to Articles of Incorporation (incorporated by reference
from our Current Report on Form 8-K filed on September 13, 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 by and between the Company and Ramon
Mabanta (incorporated by reference from our Current Report on Form
8-K filed on September 29, 2021 )
10.2 Bill of Sale and Assignment Agreement by and between the Company
and Ramon Mabanta (incorporated by reference from our Current Report
on Form 8-K filed on October 12, 2021 )
99.1 Form 10-Q for the period ended July 31, 2021 , as filed with the SEC
on September 13, 2021 (1)
99.2 Form 10-K for the period ended April 30, 2021 , as filed with the SEC
on August 18, 2021 (1)
99.3 Form 10-Q for the period ended January 31, 2021 , as filed with the
SEC on August 3, 2021 (1)
99.4 Form 10-Q for the period ended October 31, 2020 , as filed with the
SEC on August 3, 2021 (1)
(1) Incorporated by Reference.
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