UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~March~~May 3111, 2021

TGS International, Ltd. (Exact name of registrant as specified in ~~its charter~~Charter)

Nevada		333-217451		N/A
(State or other jurisdiction of incorporation)		(Commission File ~~Number~~No.)		(IRS ~~Employer~~Employee Identification No.)

Room 20, 8/F., Woon Lee ~~Commercial~~Commerical Building,

7-9 Austin Ave., Tsim Sha Tsui

Kowloon, Hong Kong

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices)

+852.2116.3863

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Principal Officers; Election of Directors; Appointment of Principal Officers~~Accountants

On ~~March~~May 3111, 2021, ~~Mr.~~we ~~Sai~~appointed ~~Kit~~MSPC ~~Leung~~Certified ~~resigned~~Public asAccountants ~~the Chief Financial Officer~~ and ~~Secretary of TGS International~~Advisors, ~~Ltd~~P.C. (~~the~~ “~~Company~~MSPC”). Mr. Leung’s resignation was effective immediately. On the same day, Mr. Tak Shing Eddie Wong, resigned as the Chairman of the Board of Directors, President and Chief Executive Officer of the Company. Mr. Wong’s resignation as the Chairman of the Board of Directors, President and Chief Executive Officer was effective immediately. Prior to ~~Mr.~~replace ~~Leung’s~~our ~~and~~principal ~~Mr.~~independent ~~Wong’s resignations~~accountant, ~~they~~Moore ~~appointed~~Stephens ~~Mr.~~CPA ~~Chun~~Limited ~~Wah John Sung~~ (“~~Mr. Sung~~MS”) ~~as the new Chief Executive Officer of the Company and Mr~~. ~~Tao~~The ~~Wang~~decision ~~(“Mr.~~was ~~Wang”)~~approved asby the ~~Company’s new Chief Financial Officer and Secretary. Our director, Mr. Chi Kin Loo (“Mr. Loo”) is also appointed as the new Chairman of the~~ Board of Directors ~~and~~of ~~President.~~TGS ~~There~~International ~~were no disagreements between Mr~~Ltd. ~~Leung and Mr. Wong and~~ (the “Company ~~on any matter relating to the Company’s operations, policies or practices, which resulted in their resignation~~”).

~~The~~There ~~biographies~~were ~~for~~no ~~Mr.~~disagreements ~~Sung,~~between ~~Mr.~~the ~~Wang~~Company and ~~Mr.~~MS ~~Loo~~on ~~are~~any ~~set~~matter ~~forth~~of ~~below:~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, from the time of MS’s engagement up to the date of dismissal which disagreements that, if not resolved to MS’s satisfaction, would have caused MS to make reference to the subject matter of the disagreement in connection with its report issued in connection with the audit of the Company’s financial statements.

~~Tao~~None ~~Wang,~~of ~~age~~the ~~44,~~reportable ~~shall~~events ~~serve~~described asunder ~~our~~Item ~~Chief Financial Officer from March 31, 2021. Mr. Wang has extensive knowledge and experience in finance and banking as well as abundant business network throughout People’s Republic of China~~ 304(~~“PRC”~~a).(1)(v)(A)-(D) ~~Mr. Wang has been an executive director~~ of ~~Guangxi~~Regulation ~~Beihai~~S-K ~~Baohua~~occurred ~~Chemical~~within ~~Co., Ltd. since April 2017 and is responsible for~~ the ~~company's~~three ~~business~~fiscal ~~marketing~~years ~~and~~of ~~M&A transactions in~~ the ~~energy~~Company ~~and~~ended ~~resource~~December ~~sector.~~31, ~~From October 1996 to January 2016~~2020, ~~Mr.~~2019 ~~Wang served as the head of corporate & financial marketing department of Bank of China Shenzhen branch~~ and ~~was~~2018 ~~responsible in leading a corporate~~ and ~~equity~~subsequently ~~finance~~up ~~team~~ to ~~focus on~~ the ~~manufacturing,~~date ~~energy~~of ~~and resources industry~~dismissal. ~~Mr. Wang holds a bachelor’s degree in accounting from Shenzhen University.~~

~~Chun~~The ~~Wah~~audit ~~John~~report ~~Sung,~~of ~~age~~MS ~~64,~~on ~~shall~~the ~~serve~~financial asstatements ~~our~~of ~~Chief~~the ~~Executive~~Company ~~Officer~~as ~~from~~of ~~March~~December 31, ~~2021.~~2020, ~~Mr.~~2019 ~~Sung has ample experience in telecommunication industry~~ and ~~mining~~2018 ~~industry.~~did ~~Mr.~~not ~~Sung~~contain isany ~~currently~~adverse ~~the~~opinion ~~director~~or disclaimer of ~~Display and Technology Co.~~opinion, ~~Ltd. since January 2019,~~ and issuch ~~responsible~~audit ~~for~~report ~~the~~was ~~overall~~not ~~operation~~qualified ofor ~~the~~modified ~~Shenzhen~~as ~~office. From June 2013~~ to ~~September 2016~~uncertainty, ~~Mr.~~audit ~~Sung~~scope ~~served~~or asaccounting aprinciples, ~~director~~except offor ~~Universal~~MS’s ~~Mining~~explanatory ~~Group~~paragraph ~~Ltd.~~regarding ~~From~~the ~~January~~Company’s ~~2008~~ability to ~~May~~continue ~~2013, Mr. Sung served~~ as a ~~sales~~going ~~and technical manager of AA Portable Power Corp~~concern. ~~focusing~~A onletter ~~battery~~from ~~manufacturing.~~MS ~~From~~addressed ~~September 2003~~ to ~~April~~the ~~2008,~~Securities ~~Mr.~~and ~~Sung~~Exchange ~~served~~Commission asstating anthat ~~Asia~~it ~~Pacific~~concurs ~~sales~~with ~~manager~~the ofstatements ~~Siemens~~made ~~Corporation~~by ~~USA.~~the ~~From~~Company ~~December~~with ~~1995~~respect to ~~August~~MS ~~2003,~~in ~~Mr.~~this ~~Sung~~Current ~~served~~Report ason anForm ~~Asia Pacific sales manager of Lucent Technologies, Inc~~8-K.. ~~From~~A ~~September~~copy ~~1978 to November 1995, Mr. Sung served as an engineer and his last position was a field operation manager~~ of ~~International~~such ~~Business~~letter ~~Machines~~is ~~Corporation~~furnished ~~(“IBM”).~~hereto ~~Mr.~~with ~~Sung~~the ~~holds~~filing ~~an Associate~~ of ~~Science~~this ~~Degree~~Current ofReport ~~Electrical~~on ~~Electronic~~Form ~~Engineering Technology from City College of San Francisco and completed IBM management training~~8-K.

~~Chi~~During ~~Kin~~the ~~Loo,~~fiscal ~~age~~year ~~52, is our major shareholder prior to his appointment as a director~~ of the ~~Board~~Company inended December 31, 2020, 2019 and he2018 ~~shall serve as our Chairman of the Board of Directors~~ and ~~President~~through ~~from~~May ~~March 31~~11, 2021., ~~Prior to joining~~ the Company, ~~Mr.~~did ~~Loo~~not ~~has~~consult ~~been~~MSPC ~~working~~regarding ineither: (i) the ~~financial~~application ~~industry~~of ~~for~~accounting ~~over~~principles 15to ~~years,~~a ~~specialized~~specified intransaction ~~wealth~~(either ~~management~~completed ~~and~~or ~~insurance. Since 2011~~proposed), ~~Mr.~~or ~~Loo~~the ~~has~~type ~~been a regional manager~~ of ~~FTLife~~audit ~~Insurance~~opinion ~~Company~~that ~~Limited,~~might abe ~~wholly-owned~~rendered ~~subsidiary~~on ofthe ~~NWS~~Company’s ~~Holdings~~financial ~~Limited.~~statements; Inor ~~2014,~~(ii) ~~Mr.~~any ~~Loo~~matter that was ~~awarded~~either the ~~Distinguished~~subject ~~Manager Award by the Life Underwriters Association~~ of ~~Hong Kong Ltd. From 2011 to 2014, Mr. Loo served as~~ a ~~director~~“disagreement” ofor ~~Universal~~“reportable ~~Mining~~event” ~~Group~~within ~~Holdings~~the ~~Ltd.~~meaning ~~Mr.~~set ~~Loo~~forth ~~has~~in ~~been~~Regulation ~~granted~~S-K, ~~license~~Item ~~Type~~304 (a)(1,)(iv) 7or ~~and 8 by the Hong Kong Securities and Investment Institute~~(a)(1)(v). ~~Mr. Loo graduated from Buddhist Sum Heung Lam Memorial College in 1985.~~

~~Mr.~~Item ~~Wang has no family relationships with any of the executive officers or directors of the Company~~9.01 ~~Mr.~~Financial ~~Sung~~Statements ~~is the brother-in-law of Mr. Chi Kin Loo, our director~~ and our major shareholder. There are no employment agreements between the Company and Mr. Wang and Mr. Sung, nor are there any arrangements or plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Wang and Mr. Sung. There have been no transactions to which the Company was or is to be a party, in which Mr. Wang and Mr. Sung had, or will have, a direct or indirect material interest. Exhibits

Exhibit

Number

Description

16.1

Letter from Moore Stephens CPA Limited

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

	TGS International Ltd.
Date: March 31, 2021	By:	/s/ Chun Wah John Sung
	Name:	Chun Wah John Sung
	Title:	Chief Executive Officer.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	TGS International Ltd.

Date: May 13, 2021	By:	/s/ Chun Wah John Sung
		Chun Wah John Sung
		Chief Executive Officer
		(Principal Executive Officer)

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