UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment #1)

☒ 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.

EXPLANATORY NOTE:

The purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended October 31, 2021 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2021, is solely to rectify a mistake on the cover page where the Company inadvertently checked the box as a shell company.

On October 20, 2021, the Company filed a current report on Form 8-K (the “Non-Shell 8-K) with the SEC to include Item 5.06, effectively taking it out of shell status. The Form 10-Q information and disclosure is consistent with the Non-Shell 8-K. This Amendment corrects the mistake on the cover page of the Form 10-Q to properly reflect and disclose that the Company is not a shell company.

This Amendment makes no other changes to the Form 10-Q as filed with the SEC on December 10, 2021 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.

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

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 14, 2021		/s/ Ramon Mabanta
		Ramon Mabanta President, Secretary, Treasurer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

CGS INTERNATIONAL, INC. 10-Q/A