UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
TGI
Solar Power Group Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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20-2976749
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(State
or other jurisdiction of incorporation)
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I.R.S.
Employer Identification Number
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1011 Whitehead Road Ext, Suite 101,
Ewing, NJ 08638
(Address of principal executive offices)
(609) 201-2099
(Registrant’s telephone number, including
area code)
Securities to be registered under Section
12(g) of the Act:
Common stock, par value $0.001 per share
(Title of class)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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(Do not check if a smaller reporting
company)
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Smaller
reporting company
x
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TABLE OF CONTENTS
References to "we," "us,"
"our", "our company" and "the Company" in this Form 10 refer to TGI Solar Power Group, Inc. ("TGI"
or the "Company") and, unless the context indicates otherwise, includes TGI's wholly-owned subsidiaries.
Item
1. Business.
Background
TGI Solar Power Group, Inc. (“TGI”
or the “Company”) is a publicly held corporation formed under the laws of the State of Delaware as Liberty Leasing
Co. Inc. in 1967. The Company changed its name to LIBCO Corporation on June 29, 1973, RDIS Corporation on January 11, 1993 and
TenthGate International, Inc. on February 20, 2007, before adopting its current name in June 2008. Tenth Gate International, Inc.
acquired TenthGate Incorporated, a Delaware corporation, by merger of TGI’s subsidiary, TenthGate Merger Sub, Inc., a Utah
corporation, with and into TenthGate Incorporated in April 2007. Thereafter, TenthGate International, Inc. became a development
stage company which owned various subsidiaries with licenses and patents held by those subsidiaries. On July 25, 2008, Tenth Gate
International, Inc., acquired from Solar 18 Corporation, a Florida corporation, (“Solar 18”), Solar 18’s patented,
technology which the Company believed to be viable in commercial and residential applications, especially in the field of green
energy. Thereafter, the Company changed its name to TGI Solar Power Group, Inc. TGI Solar Power Group, Inc. discontinued operations
of its other subsidiaries (of the former TenthGate International, Inc.) to pursue energy technology products and services.
TGI Solar Power Group, Inc. is primarily
engaged in the business of providing potential alternative energy solutions to residential and business customers. The Company
markets alternative energy solutions on its website and directly to potential customers and attempts to create a Present Value
solution that details price, tax benefits or cost support and the potential energy savings that might be realized from customers
installing an alternative energy solution to support their energy needs.
On June 26, 2016, the Company sold 137,500
shares of its Series C Convertible Preferred Stock (the “Series C Stock”) each to Ensure HR, LLC, a New Jersey limited
liability company (“Ensure”) and Meros HR, LLC, a New Jersey limited liability company (“Meros”). The
Series C Stock is convertible into a number of shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”) at the conversion price of $0.0000161240 per share and votes on an as converted basis, multiplied by 1.9. As a result,
the sale of the Series C Stock resulted in a change of control of the Company.
Accordingly, TGI intends to launch new
business initiatives intended to provide clients with management, tools and resources to deliver interactive, real-time, on demand
staffing for full time and project based personnel. The Company is exploring the possibility of entering into a business
to provide staffing for contract projects in solar or alternative energy, as well as potentially in other businesses. The Company
intends these business initiatives will result in infrastructure which supports qualifying, investigating and on-boarding of viable
project management candidates. This process includes automated reporting of hours, benefits and insurance and obtaining insurance
and building expertise that may drive continued support of this model. The model may include three offerings to companies: permanent,
temporary and contract-based staffing in five established vertical markets: information technology, engineering, light industrial,
financial services and medical.
The Company is also exploring launching
a job board technology, smart phone application and a broker network. With this technology, the Company hopes it can leverage
its historical connections and management’s potential customer base. The staffing and support industry for sourced labor
and human capital and resource management is over $400 billion dollars worldwide according to the Staffing Industry Analysts,
a leading trade association. TGI Solar has been involved in planning and gathering resources for solar and alternative energy
projects over the past eight years. In various projects examined over the past years in the solar and alternative energy industry,
governmental legislation, reporting, benefit and compliance hurdles have become burdensome fixed costs for many growing mid-size
to larger companies, and the Company believes that it may be able to successfully launch a business initiative in this arena.
Market Overview
Alternative Energy
Solar energy is a growing form of renewable
energy with numerous economic and tax incentives, as well as environmental benefits that make it an attractive complement to,
and/or substitute for, traditional forms of electricity generation. In recent years, the price of Photo Voltaic (“PV”)
systems, and accordingly the cost of producing electricity from PV solar, has dropped to levels that are in some markets and applications
close to (or even below) the retail price of electricity. Solar markets worldwide continue to develop, both at the module and
system level, which make solar power more affordable to new markets.
TGI Solar Power Group Inc. has attempted
to build a business in solar and alternative energy in the United States that focuses on residential and small commercial installations
to reduce power costs, take advantage of tax incentives and to reduce electrical bills by moving power from the usage location
back onto the active electric grid (“back metering”). Large corporate, financial and governmental agencies provide
opportunities to capture management and oversight over larger scale PV projects and agents in the United States and in the Middle
East that will introduce the Company to mid to large scale projects with a design on providing end to end, or part of, overall
project installations in the regions where we have access to staff and support personnel to build a viable business model in solar
PV installation, support and service. Based upon the business opportunities in project management and the technology and expertise
that the Company has developed for solar projects and installation, we have made plans to establish consulting and personnel service
business units.
Staffing
US staffing industry revenue rose by 7%
in 2015 and is anticipated to rise by approximately 6% in 2016 to bring total US revenue in the industry to a record $142.4 billion,
according to the new industry forecast by Staffing Industry Analysts. Revenue considered for the report includes commercial and
professional temporary staffing, direct hire, retained search, and temp to hire.
Higher bill rates because of the Affordable
Care Act are helping drive this increase along with rising pay rates for some high demand occupations, primarily in the professional
skill segments. Overall, U.S. businesses are expected to add about 7.2 million jobs through 2021 – a 4.6 percent increase.
Sustainable Business Advantage
The marketplace for solar energy solutions
focuses on analysis of the current rates of power and a presentation to potential customers that estimates potential costs of
installation of an alternative energy system, and ties that estimate with a detailed estimate of power savings, tax incentives
and the time in which a customer might recoup capital expenditures.
TGI
Solar Power Group, Inc. can provide potential customers with a Present Value model that imputes estimates to the fixed elements
of a solar or alternative energy installation and examines the benefits to such installation.
We are interested in finding and acquiring
technologies, methods of operation, or personnel we believe could help build our solar installation and support business effectively
and our overall efforts are being focused on continually improving the energy density and return on invested capital and otherwise
driving improvements in the lifetime energy production of our potentially installed systems while simultaneously integrating our
offerings for cost effective, productive and reliable PV power plants.
We are interested in managing projects
and assets to preserve and enhance shareholder value. We are seeking to provide seamless management of projects from initial land
development through construction, commissioning, and operation bringing to bear all of our experience in each of these phases.
Competition
The solar power industry is highly competitive.
Many competitors are well established with substantial expertise and have much greater assets and greater financial, marketing,
personnel, and other resources than we do. There can be no assurance that we will be able to compete effectively with existing
or potential competitors. Other factors that will affect our success in these markets include our continued ability to attract
additional experienced marketing, sales and management talent, and our ability to expand our support, training and field service
capabilities.
Customers
We intend to offer market available solar-based
products and services to distributors and original equipment manufacturers (OEMs) in various diverse industries as a reseller.
We will request our distributors to provide point of sales reporting, which enables us to gain knowledge of the breakdown of industries
into which any third party manufactured products we might resell are sold.
Government Regulation
Various laws and regulations relating
to safe working conditions, including the Occupational Safety and Health Act, are applicable to our Company. We believe we are
in substantial compliance with all material federal, state and local laws and regulations regarding safe working conditions. We
believe that the cost of compliance with such governmental regulations is not material.
Employees
As of September 27, 2016 , the Company
had one employee, its Chief Executive Officer
,
Henry Val. Mr. Val does not have an employment agreement and is not covered
by a collective bargaining agreement.
Item
1A. Risk Factors
Risks Related to our Business
An investment in our stock involves
a high degree of risk. You should carefully consider the following information, together with the other information in this Form
10, before buying shares of our stock. If any of the following risks or uncertainties occur, our business, financial condition,
and results of operations could be materially and adversely affected and the trading price of our stock could decline.
We are at a very early operational
stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.
The implementation of our business strategy
is still in development. Our business and operations should be considered to be in a very early stage. Accordingly, the intended
business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will
depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could
have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment
in the Company.
We have suffered operating losses
since inception and we may not be able to achieve profitability.
We had an accumulated consolidated deficit
of $14,460,482 as of April 30, 2016 and we expect to continue to incur significant set up expenses in the foreseeable future.
As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain
or develop the revenue levels necessary to attain profitability.
Our independent registered public
accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue
as a “going concern.”
As of April 30, 2016, we had $140 in cash
and a working capital deficiency of $113,391. Further, we have incurred and expect to continue to incur significant costs in pursuit
of our plans. Management’s plans to address this need for capital through this offering are discussed in the section of
this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this
prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to
continue as a going concern.
Competition at the systems level
can be intense, thereby potentially exerting downward pressure on systems level profit margins industry-wide, which could make
our efforts to establish customers and project management opportunities impossible and adversely affect our results of operations.
While we believe our plans, offerings
and experience are positively different in many cases from that of our competitors, we may fail to correctly identify our competitive
position, we may be unable to develop or maintain a sufficient magnitude of new systems projects worldwide at economically attractive
rates of return, and we may not otherwise be able to achieve meaningful profitability.
Depending on the market opportunity, we
may be at a disadvantage compared to potential competitors. For example, certain of our competitors may have a stronger and/or
more established localized business presence in a particular geographic region. Certain of our competitors may be larger entities
that have greater financial resources and greater overall brand name recognition than we do and, as a result, may be better positioned
to impact customer behavior or adapt to changes in the industry or the economy as a whole. Certain competitors may also have direct
or indirect access to sovereign capital and/or other incentives, which could enable such competitors to operate at minimal or
negative operating margins for sustained periods of time.
Our future success depends on our
ability to retain our key associates and to successfully integrate them into our management team.
We are dependent on the services of our
Chief Executive Officer. The loss of our Chief Executive Officer could have a material adverse effect on us. We may not be able
to retain or replace our Chief Executive Officer, and we may not have adequate succession plans in place.
If we are unable to attract, train,
and retain key personnel, our business may be materially and adversely affected.
Our future success depends, to a significant
extent, on our ability to attract, train, and retain management, operations, sales, training and technical personnel, including
in foreign jurisdictions as we continue to execute on our long term strategic plan. Recruiting and retaining capable personnel,
particularly those with expertise in the PV industry across a variety of technologies, are vital to our success. There is substantial
competition for qualified technical personnel and there can be no assurances that we will be able to attract and retain our technical
personnel. If we are unable to attract and retain qualified associates, or otherwise experience unexpected labor disruptions within
our business, we may be materially and adversely affected.
Our largest stockholders have significant
influence over us and their interests may conflict with or differ from interests of other stockholders.
Our largest stockholders, consisting collectively
of Henry Val and his wholly-owned corporation Netter Capital, Inc., Meros HR, LLC and Ensure HR, LLC (collectively, the “Significant
Stockholders”), owned approximately 93% of our outstanding voting, capital stock at September 2016, on an as-converted
basis. As a result, the Significant Stockholders have substantial influence over all matters requiring stockholder approval, including
the election of our directors and the approval of significant corporate transactions such as mergers, tender offers, and the sale
of all or substantially all of our assets. The interests of the Significant Stockholders could conflict with or differ from interests
of other stockholders. For example, the concentration of ownership held by the Significant Stockholders could delay, defer or
prevent a change of control of our Company or impede a merger, takeover, or other business combination that a majority of stockholders
may view favorably.
Unanticipated changes in our tax
provisions, the adoption of a new U.S. tax legislation, or exposure to additional income tax liabilities could affect our profitability.
We are subject to income taxes in the
United States and the foreign jurisdictions in which we may someday operate. Our tax liabilities are affected by the amounts we
charge for inventory, services, licenses, funding, and other items in inter-company transactions that may occur in the future.
We are subject to potential tax examinations in these various jurisdictions. Tax authorities may disagree with our inter-company
charges if we had any or other tax positions and assess additional taxes. We regularly assess the likely outcomes of these examinations
in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict
the outcomes of these potential examinations, and the amounts ultimately paid upon resolution of examinations could be materially
different from the amounts previously included in our income tax expense and therefore, could have a material impact on our tax
provision, net income, and cash flows. In addition, our future effective tax rate could be adversely affected by changes to our
operating structure, changes in the mix of earnings in jurisdictions with differing statutory tax rates, changes in the valuation
of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of our tax return
preparation process. A number of proposals for broad reform of the corporate tax system in the U.S. are under evaluation by various
legislative and administrative bodies, but it is not possible to determine accurately the overall impact of such proposals on
our effective tax rate at this time.
Risk Related to Our Securities
Risks Related to Our Securities
There is a substantial lack of liquidity
of our common stock and volatility risks.
Our common stock is quoted on the OTC
Markets OTCQB platform under the symbol “TPSG.” The liquidity of our common stock may be very limited and affected
by our limited trading market. The OTC Markets OTCQB quotation platform is an inter-dealer market much less regulated than the
major exchanges, and is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading
market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally
result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces
the liquidity of the shares traded.
The trading volume of our common stock
may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company
which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that
generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and
would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time
as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in
our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity
that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a
broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels
will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTCQB may not necessarily
be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would
find it more difficult to dispose of, or to obtain accurate quotation as to the market value of, our common stock and as a result,
the market value of our common stock likely would decline.
The market price for our stock may be
volatile and subject to fluctuations in response to factors, including the following:
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the
increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the share
exchange may limit interest in our securities;
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variations
in quarterly operating results from the expectations of securities analysts or investors;
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revisions
in securities analysts’ estimates or reductions in security analysts’ coverage;
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announcements
of new products or services by us or our competitors;
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in the market share of our products;
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announcements
by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
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technological, market or economic trends;
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perception of our industry or prospects;
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insider
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investors
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regulatory
developments affecting our industry; and
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additions
or departures of key personnel.
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Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions
or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common
stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for
sale at any time will have on the prevailing market price.
Our common stock may never be listed
on a major stock exchange.
We currently do not satisfy the initial
listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted
for listing on any such major stock exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our
common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our
common stock may be less liquid, and our common stock price may be subject to increased volatility.
A decline in the price of our common
stock could affect our ability to raise working capital and adversely impact our ability to continue operations.
A prolonged decline in the price of our
common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.
A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions
may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations,
including our ability to develop new services and continue our current operations. If our common stock price declines, we can
offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.
Concentrated ownership of our common
stock creates a risk of sudden changes in our common stock price.
The sale by any shareholder of a significant
portion of their holdings could have a material adverse effect on the market price of our common stock.
Sales of our currently issued and
outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive
effect on the price of the shares of our common stock.
A number of the outstanding shares of
common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended
(the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to
an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under
the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who
has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates
who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months,
in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of
common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule
does not apply to companies quoted on the OTCQB). A sale under Rule 144 or under any other exemption from the Securities Act,
if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price
of our shares of common stock in any active market that may develop.
If we issue additional shares or
derivative securities in the future, it will result in the dilution of our existing stockholders
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Our Articles of Incorporation authorizes
the issuance of up to 2,400,000,000 shares of common stock, $0.001 par value per share, and 100,000,000 shares are designated
as “blank check” preferred stock, par value $0.001 per share (the “Preferred Stock”). Our board of directors
may choose to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional
financing in the future.
We do not plan to declare or pay
any dividends to our stockholders in the near future.
We have not declared any dividends in
the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends
will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations,
cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect
to the amount of any such dividend.
The requirements of being a public
company may strain our resources and distract management.
As a result of filing this registration
statement, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The
Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.
The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial
reporting.
We may incur significant costs associated
with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect
all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some
activities more time consuming and costly. This may divert management’s attention from other business concerns, which could
have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable
rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance
and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or
similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board
of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and
we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
Persons associated with securities
offerings, including consultants, may be deemed to be broker dealers.
In the event that any of our securities
are offered without engaging a registered broker-dealer, we may face claims for rescission and other remedies. If any claims or
actions were to be brought against us relating to our lack of compliance with the broker-dealer requirements, we could be subject
to penalties, required to pay fines, make damages payments or settlement payments, or repurchase such securities. In addition,
any claims or actions could force us to expend significant financial resources to defend our company, could divert the attention
of our management from our core business and could harm our reputation.
Future changes in financial accounting
standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.
A change in accounting standards or practices
can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change
is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur
in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results
or the way we conduct business.
“Penny Stock” rules
may make buying or selling our common stock difficult.
Trading in our common stock is subject
to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security
that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer
that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make
a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the
transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market.
In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and
current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity
of our common stock.
Item
2. Financial Information
Selected Financial Data
The Company is a smaller reporting company
as defined by 17C.F.R.229(10)(f)(i) and is not required to provide this information.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
This Statement contains forward-looking
statements. All statements other than statements of historical facts contained in this Form 10, including statements regarding
our future results of operations and financial position, business strategy and plans and objectives of management for future operations,
are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements.
In some cases, forward-looking statements
can be identified by terms such as "may," "will," "should," "expects," "plans,"
"anticipates," "could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of these terms or other similar words. These statements are only predictions. We have based these forward-looking statements largely
on our current expectations and projections about future events and financial trends that we believe may affect our business,
financial condition and results of operations. We discuss many of the risks in greater detail under the heading "Risk Factors."
Also, these forward-looking statements represent our estimates and assumptions only as of the date of the filing of this Form
10. Except as required by law, we assume no obligation to update any forward-looking statements after the date of the filing of
this Form 10.
This Form 10 also contains estimates and
other statistical data made by independent parties and by us relating to market size and growth and other industry data. This
data involves a number of assumptions and limitations, and investors are cautioned not to give undue weight to such estimates.
We have not independently verified the statistical and other industry data generated by independent parties and contained in this
Form 10 and, accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates
of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree
of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in
this Form 10. These and other factors could cause results to differ materially from those expressed in the estimates made by the
independent parties and by us.
Overview
TGI Solar Power Group, Inc. (“TGI”
or the “Company”) is a publicly held corporation formed in 1967 in the State of Delaware originally under the name
Liberty Leasing Co., Inc. The Company changed its name to LIBCO Corporation on June 29, 1973, RDIS Corporation on January 11,
1993 and TenthGate International, Inc. on February 20, 2007, before adopting its current name in June 2008. Tenth Gate International,
Inc. acquired TenthGate Incorporated, a Delaware corporation, by merger of TGI’s subsidiary, TenthGate Merger Sub, Inc.,
a Utah corporation, with and into TenthGate Incorporated in April 2007. Thereafter, TenthGate International, Inc. became a development
stage company which owned various subsidiaries with licenses and patents held by those subsidiaries. On July 25, 2008, Tenth Gate
International, Inc., acquired from Solar 18 Corporation, a Florida corporation, (“Solar 18”), Solar 18’s patented,
Nano Technology which the Company believed to be viable in commercial and residential applications, especially in the field of
green energy. Thereafter, the Company changed its name to TGI Solar Power Group, Inc. TGI Solar Power Group, Inc. discontinued
operations of its other subsidiaries (of the former TenthGate International, Inc.) to pursue energy technology products and services.
Historically, TGI Solar Power Group, Inc.
pursued the acquisition, development, staffing and distribution of next generation green energy products and service solutions.
The company provided enhanced, cost effective energy generation products and services while protecting the environment. The company
was pursuing acquiring proprietary technology, collaborating with leading international scientists and research institutions and
developing strategic alliances in its effort to provide world class, state of the art alternative energy worldwide.
On June 26, 2016, the Company sold 137,500
shares of its Series C Convertible Preferred Stock (the “Series C Stock”) each to Ensure HR, LLC, a New Jersey limited
liability company (“Ensure”) and Meros HR, LLC, a New Jersey limited liability company (“Meros”). Upon
consummation of the sale of the Shares, the Series C Stock was convertible into a number of shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”) at the conversion price of $0.0000161240 per share and votes
on an as converted basis multiplied by 1.9. As a result, the sale of the Series C Stock resulted in a change of control of the
Company.
Critical Accounting Policies
(1)
Use of Estimates:
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.
(2)
Earnings Per Share:
Basic earnings per share includes no dilution
and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding
for the period. The difference between reported basic and diluted weighted-average common shares results from the assumption that
all dilutive stock options and convertible preferred stock exercised into common stock. Total potentially dilutive shares excluded
from diluted weighted shares outstanding at July 31, 2015 and 2014 totaled 230,000,000 and 230,000,000, respectively
Results of Operations
The following discussion of our financial
condition and results of operations should be read in conjunction with our financial statements and the related notes, and other
financial information included in this Form 10.
Our Management’s Discussion and
Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking
statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and
local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully
make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or
the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers;
fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions;
the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange
rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.
Currently the Company has no operations
that provide cash flow. However, a new business plan was developed to provide staffing for contract projects in solar or alternative
energy, as well as potentially in other businesses and TGI intends to develop a business model to provide clients with services
that include: business development, project management, management consulting, and staffing as well as to developing applications
to manage timing and logistics for employers.
Comparison of the fiscal years ended
July 31, 2015 and July 31, 2014
We did not have any sales for the years
ended July 31, 2015 and July 31, 2014. During the year ended July 31, 2015 and 2014, the entity incurred $66,635 and $440, respectively,
in operating expenses. The increase in fiscal year 2015 pertains to expenses associated with a potential investment that the Company
did not pursue .
Net loss from continuing operations for
the years ended July 31, 2015 and 2014 was $73,809 and $440 respectively.
Liquidity and Capital Resources
At July 31, 2015 and July 31, 2014, we
did not have any cash in our continuing operations. We did not have any cash flows from operating and investing activities for
the years then ended. We received an advance from a third party of $65,000 in fiscal 2015.
Comparison of the nine months ended
April 30, 2016 and April 30, 2015
We did not have any sales for the periods
ended April 30, 2016 and April 30, 2015. During the periods ended April 30, 2016 and 2015, the entity incurred $33,794 and $65,000,
respectively, in operating expenses. Operating expenses for the period ended April 30, 2016 consist of consulting and professional
fees. $65,000 of the operating expenses for the period ended April 30, 2015 relate to an investment that was not pursued by the
Company.
Net loss from continuing operations for
the periods ended April 30, 2016 and 2015 was $39,693 and $70,218 respectively.
Liquidity and Capital Resources
At April 30, 2016 and April 30, 2015,
we did not have any cash in our continuing operations. We did not have any cash flows from operating and investing activities
for the years then ended. We received an advance from a third party of $65,000.00 in the period ending April 30, 2015
Our ability to continue as a going concern
is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Management’s plan includes obtaining
additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being
available. The uncertainty surrounding the Company’s ability to consummate such transactions raises substantial doubt regarding
the Company’s ability to continue as a going concern. These financial statements have been prepared with the assumption
that the Company will continue as a going concern and will be able to realize its assets and discharge its liabilities in the
normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to
continue as a going concern.
Subsequent Event
In June of 2016 Company raised $275,000
through the sale of 137,500 shares of its Series C Convertible Preferred Stock (the “Series C Stock”). The use of
proceeds are from the sale of the Series C Stock was for general corporate purposes and further business development.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
Quantitative and Qualitative Disclosures
about Market Risk
We are a smaller reporting company as
defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.
Item
3. Properties.
Our executive offices is located at 1011
Whitehead Road Ext, Suite 101 Ewing, NJ 08638.
Item
4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of September
27, 2016, the number of shares of Common Stock held of record or beneficially (i) by each person who held of record, or was
known by the Company to own beneficially, more than five percent of the outstanding shares of Common Stock, (ii) by each director
and (iii) by all officers and directors as a group:
Name and address of Beneficial Owner
|
|
Amount and
Nature
of Common
Stock
Beneficially
Owned
|
|
|
Percent
of Common
Stock
Beneficially
Owned (1)
|
|
|
|
|
|
|
|
|
Henry Val (2)
|
|
|
327,000,000
|
|
|
|
19.2
|
%
|
All directors and executive officers as a group
|
|
|
327,000,000
|
|
|
|
19.2
|
%
|
Other 5% Shareholders
|
|
|
|
|
|
|
|
|
Ensure HR, LLC (3)
|
|
|
8,527,660,650
|
|
|
|
83
|
%
|
Meros HR, LLC (4)
|
|
|
8,527,660,650
|
|
|
|
83
|
%
|
|
(1)
|
For each shareholder,
the calculation of percentage of beneficial ownership is based upon 1,705,036,105 shares
of Common Stock outstanding as of September 27, 2016, and shares of Common Stock subject
to options, warrants and/or conversion rights held by the shareholder that are currently
exercisable or exercisable within 60 days, which are deemed to be outstanding and to
be beneficially owned by the shareholder holding such options, warrants, or conversion
rights. The percentage ownership of any shareholder is determined by assuming that the
shareholder has exercised all options, warrants and conversion rights to obtain additional
securities and that no other shareholder has exercised such rights.
|
|
(2)
|
Includes 310,000,000
shares held by Netter Capital, Inc. of whom Mr. Val holds voting and dispositive power.
Does not include 2,000,000 shares of Series B Preferred Stock or 5,000,000 shares of
Series A Preferred Stock held by Netter Capital, Inc. which are not readily convertible.
|
|
(3)
|
Includes 137,500 shares
of Series C Convertible Preferred Stock which are convertible into approximately 8,527,660,650
shares of common stock and votes on an as-converted basis multiplied by 1.9. James Radvany
holds voting and dispositive control of the Shares held by Ensure HR, LLC. The address
for Ensure is 1011 Whitehead Road Ext, Suite 101 Ewing, NJ 08638.
|
|
(4)
|
Includes 137,500 shares
of Series C Convertible Preferred Stock which are convertible into approximately 8,527,660,650
shares of common stock and votes on an as-converted basis multiplied by 1.9. Todd McNulty
holds voting and dispositive control of the Shares held by Meros HR, LLC. The address
for Meros is 1011 Whitehead Road Ext, Suite 101 Ewing, NJ 08638.
|
Item
5. Directors and Executive Officers.
Our executive officers and directors,
and their ages, positions and offices with us are as follows:
Name
|
|
Age
|
|
Position
with the Company
|
|
|
|
|
|
Henry
Val
|
|
56
|
|
Chief
Executive Officer, Chief Financial Officer, President and Chairman
|
Henry Val, Chief Executive Officer,
Chief Financial Officer, President and Chairman.
Henry Val has served as the Chief Executive
Officer of the Company since 2007. Henry has over twenty-five years of experience in the financial markets ranging from trading
global futures and equity markets, senior secured debt, convertible securities, private investments in public equities (PIPEs)
and investing.
Prior to forming Netter Capital, Inc.,
Henry was a Partner with Delta Capital LLC, a boutique advisory firm, specializing in M&A, management consulting, turnaround
situations and other advisory services. He was involved in originating, structuring, negotiating and closing financing transactions
providing growth capital, acquisition financing, recapitalization, restructuring and general working capital to late-stage venture,
distressed and middle market companies across all industries and sectors. He has also served on the Board of Directors as well
as been CEO of Max Planet (MXNT) and New Life Scientific (NWLS).
Mr. Val co-developed the internal deal
flow process from origination to closing for internal investment bankers and business development officers. Additionally, he worked
with internal and third-party marketers in presenting to institutional investors, family offices and funds to raise capital for
the fund. Also, was founder and president of Packard Group Inc., a Broker Dealer and member of NASD(FINRA) and SIPC, dedicated
to the equity trading, underwritings.
Audit Committee
Our board of directors has not established
a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Instead the Company’s Chairman acts as the audit committee within the meaning of Section 3(a)(58)(B) of the
Exchange Act. Given the small size of the Company and its board, plus the Company’s limited resources, locating, obtaining
and retaining additional independent directors is extremely difficult. The Company intends on establishing an Audit Committee
composed of independent directors of the Company. The Audit Committee’s duties would be to recommend to the Company’s
board of directors the engagement of independent auditors to audit the Company’s financial statements and to review its
accounting and auditing principles. The Audit Committee would review the scope, timing and fees for the annual audit and the results
of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to
improve the system of accounting and internal controls. The Audit Committee would at all times be composed exclusively of directors
who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise
of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted
accounting principles.
Compensation Committee
Our board of directors does not have a
separate compensation committee responsible for determining executive and director compensation. Instead, the Company’s
Chairman fulfills this function. Given the small size of the Company and its board, plus the Company’s limited resources,
locating, obtaining and retaining additional independent directors is extremely difficult. In the absence of independent directors,
the board does not believe that creating a separate compensation committee would result in any improvement in the compensation
determination process. Accordingly, the board of directors has concluded that the Company and its stockholders would be best served
at this time by having the entire board of director’s act in place of a compensation committee. When acting in this capacity,
the board does not have a charter.
Code of Ethics
We have adopted a code of ethics meeting
the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence
to the provisions of the code of ethic. Our code of ethics is filed as an exhibit to this Form 10.
Item
6. Executive Compensation.
Name and
Principal
Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Equity
Awards
|
|
|
Option
Awards
|
|
|
All
Other
Compensation
|
|
|
Total
|
|
Henry Val,
|
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Chairman, Chief Executive Officer, Chief Financial Officer and President
|
|
|
2014
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Employment Agreements
The Company has no employment agreements
with any of its employees, executive officers, or consultants.
Outstanding Equity Awards at July 31,
2015.
None of our executive officers have outstanding
equity awards as of July 31, 2015.
Item
7. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
At April 30, 2016, the Company was indebted
to the Company’s president in the amount of $34,933. These amounts are due on demand, are unsecured and carry no interest.
Amounts due are for consulting fees and amounts advanced to the Company.
In June 2016, in conjunction with the
Preferred Series C sale, the president received $60,000 as payment in full of above amount and an additional $25,067 incurred
subsequent to April 30, 2016 of expenses incurred.
Director Independence
We currently use NASDAQ’s general
definition for determining director independence, which states that “independent director” means a person other than
an officer or employee of the company or its subsidiaries or any other individual having a relationship, that, in the opinion
of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of the director. According to this definition, Henry Val, our sole officer and director, would not meet the definition as an independent
director.
Item
8. Legal Proceedings.
We are not currently subject to any material
legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be
a party to certain legal proceedings in the ordinary course of business.
Item 9. Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The shares of our common stock are quoted
on the Over-the-Counter “Pink Sheets” maintained by OTCMarkets.com under the symbol “TSPG.”. Trading in
our common stock is limited.
For the periods indicated, the following
table sets forth the high and low bid prices per share of our common stock. These prices represent inter-dealer quotations without
retail markup, markdown, or commission and may not necessarily represent actual transactions.
Fiscal Quarter
|
|
High Bid
|
|
|
Low Bid
|
|
2014 First Quarter
|
|
$
|
0.0003
|
|
|
$
|
0.0001
|
|
2014 Second Quarter
|
|
$
|
0.0019
|
|
|
$
|
0.0001
|
|
2014 Third Quarter
|
|
$
|
0.0004
|
|
|
$
|
0.0001
|
|
2014 Fourth Quarter
|
|
$
|
0.0024
|
|
|
$
|
0.0002
|
|
2015First Quarter
|
|
$
|
0.0006
|
|
|
$
|
0.0001
|
|
2015 Second Quarter
|
|
$
|
0.0004
|
|
|
$
|
0.0002
|
|
2015 Third Quarter
|
|
$
|
0.0004
|
|
|
$
|
0.0001
|
|
2015 Fourth Quarter
|
|
$
|
0.0011
|
|
|
$
|
0.0002
|
|
2016 First Quarter
|
|
$
|
0.0008
|
|
|
$
|
0.0002
|
|
2016 Second Quarter
|
|
$
|
0.0028
|
|
|
$
|
0.0006
|
|
As of the date of the filing of this Form
10, there are issued and outstanding 1,705,036,105 shares of Common Stock.
As of the date of the filing of this Form
10, there are 93 holders of record of our Common Stock.
We have not declared any cash dividends
on our Common Stock since inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any
future earnings for use in our business operations. Any decisions as to future payment of cash dividends will depend on our earnings
and financial position and such other factors as the Board of Directors deems relevant.
Equity Compensation Plan Information
The Company does not have any compensation
plans under which under which equity securities of can be issued.
Item
10. Recent Sales of Unregistered Securities.
On June 26, 2016, the Company sold 275,000
shares of its Series C Convertible Preferred Stock, par value $0.001 per share, to two previously-unrelated parties for a purchase
price of $275,000.
The securities set forth above were issued
by the Company pursuant to Section 4(2) of the Securities Act of 1933, as amended, or the provisions of Rule 504 of Regulation
D promulgated under the Securities Act. All such shares issued contained a restrictive legend and the Holders confirmed that they
were acquiring the shares for investment and without intent to distribute the shares. All of the purchasers were experienced in
making speculative investments, understood the risks associated with investments, and could afford a loss of the entire investment.
The Company did not utilize an underwriter or a placement agent for any of these offerings of its securities.
Item
11. Description of Registrant’s Securities to be Registered.
Common Stock
At September 27, 2016, the Company had
2,400,000,000 shares authorized and 1,705,036,105 shares of common stock, par value $0.001 per share (the “Common Stock”)
issued and outstanding.
Voting Rights.
Holders of
our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights.
Dividends
. Holders of Common Stock
are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential
dividend rights of any series of preferred stock that we may designate and issue in the future.
Liquidation and Dissolution.
In
the event of our liquidation or dissolution, the holders of Common Stock are entitled to receive proportionately our net assets
available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights
of any outstanding preferred stock.
Other Rights
. Holders of Common
Stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of
Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock
that we may designate and issue in the future.
Transfer Agent and Registrar
. Direct
Transfer, LLC. is transfer agent and registrar for the Common Stock.
Preferred Stock
At September 27, 2016, the Company had
100,000,000 preferred shares authorized and 12,275,000 shares of $0.001 par value preferred stock issued and outstanding.
Series A Preferred Stock
There are currently 10,000,000 shares
of Series A Preferred Stock authorized, of which all 10,000,000 shares are currently issued and outstanding. The Series A Preferred
Stock has a liquidation preference over the Common Stock and any other class or series of capital stock whose terms expressly
provide that the holders of the Preferred Stock should receive preferential payment. Holders of the Series A Preferred Stock are
entitled to vote on all matters submitted to shareholders of the Company and are entitled to vote at the rate of ten (10) votes
for each share of the Series A Preferred Stock owned. In addition, the consent of not less than a majority of the outstanding
Series A Preferred Stock is necessary to sell or pledge all or substantially all of the Company’s assets or effect a transaction
resulting in the acquisition of a majority of the Company’s voting capital stock. Each share of Series A Preferred Stock
is convertible into three shares of Common Stock if: the shares of Series A Preferred Stock have been held for more than twenty-four
(24) months; the Common Stock is trading at a bid price of at least $0.50 per share; the Company has a positive net worth; and
the Company’s common stock is traded on the Pink Sheets, or a higher exchange.
Series B Preferred Stock
There are currently 2,000,000 shares of
Series B Preferred Stock authorized, of which all 2,000,000 shares are currently issued and outstanding. The Series B Preferred
Stock has a liquidation preference over the Common Stock and any other class or series of capital stock whose terms expressly
provide that the holders of the Preferred Stock should receive preferential payment. Holders of the Series B Preferred Stock are
entitled to vote on all matters submitted to shareholders of the Company and are entitled to 1,000 votes for each share of Series
B Preferred Stock owned. In addition, the consent of not less than a majority of the outstanding Series B Preferred Stock is necessary
to sell or pledge all or substantially all of the Company’s assets or effect a transaction resulting in the acquisition
of a majority of the Company’s voting capital stock. Each share of Series B Preferred Stock is convertible into one hundred
(100) shares of Common Stock if: the shares of Series B Preferred Stock have been held for more than twelve (12) months; the Common
Stock is trading at a bid price of at least $0.01 per share; and the Company’s Common Stock is traded on the Pink Sheets,
or a higher exchange.
Series C Preferred Stock
There are currently 275,000 shares of
Series C Convertible Preferred Stock (the “Series C Preferred Stock”) authorized, of which all 275,000 shares are
currently issued and outstanding. In the event of a liquidation or dissolution, the Series C Preferred Stock ranks prior to the
Company’s Common Stock, Series A Preferred Stock and the Series B Preferred Stock but junior to all newly-created securities
of the Company so designated. The stated value of the Series C Preferred Stock is $1.00 per share. The Series C Preferred Stock
has a liquidation of twice its stated value, converts into shares of Common Stock at the initial conversion price of $0.000016124
per share, subject to anti-dilution provisions and adjustment for stock splits, reclassifications and distributions. The Series
C Preferred Stock votes on an as-converted basis multiplied by 1.9 and, so long as any shares of Series C Preferred Stock are
outstanding, the Holders of the Series C Preferred Stock shall vote as a single class and shall be entitled to elect two directors
to the Company’s board of such number as shall constitute a majority of the board. Holders of the Series C Preferred Stock
are entitled to receive dividends with the holders of Common Stock or other junior securities of the Company.
Item
12. Indemnification of Directors and Officers.
Delaware law authorizes a corporation
to limit or eliminate the personal liability of its directors for monetary damages for breach of a director's fiduciary duty of
care. Delaware law further enables corporations to limit available relief to equitable remedies such as injunction or rescission.
Absent the limitations authorized by Delaware law, directors are accountable for monetary damages for conduct constituting gross
negligence in the exercise of their duty of care. The registrant's Certificate of Incorporation limits the liability of its directors
to the fullest extent permitted by Delaware law. Accordingly, the registrant's directors will not be personally liable to the
registrant or its stockholders for monetary damages for breach of a fiduciary duty as a director, except for liability for breach
of the duty of loyalty, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation
of law, for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General
Corporation Law of the State of Delaware or for any transaction in which a director has derived an improper personal benefit.
The registrant's bylaws require it to
indemnify to the fullest extent permitted by Delaware law any person who is a party or is threatened to be made a party to any
action, suit or proceeding by reason of the fact that such person is or was a director, officer or agent of the registrant, or
is serving as a director, officer, employee or agent of another enterprise at the registrant's request. Indemnification is not,
however, permitted under the bylaws unless the person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the registrant's best interests and, with respect to any criminal action or proceeding, that such person
had no reasonable cause to believe such person's conduct was unlawful. The bylaws further provide that the registrant shall not
indemnify any person for any liabilities or expenses incurred by such person in connection with an action, suit or proceeding
by or in the right of the registrant in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the registrant, unless and only to the extent that the court in which the action, suit or proceeding is brought
determines that the person is entitled to indemnity for such expenses. The indemnification provided by the bylaws is not exclusive
of any other rights to which those seeking indemnification may be otherwise entitled.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
Item
13. Financial Statements and Supplementary Data.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On April 13, 2016, the Company’s
sole director, acting in the capacity of an audit committee, engaged Friedman LLP (“Friedman”) as the Company’s
new independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements.
During the Company’s fiscal years ended July 31, 2015 and 2014, and through April 13, 2016, 2016, neither the Company, nor
anyone acting on its behalf, consulted with Friedman regarding the application of accounting principles to a specific completed
or proposed transaction or the type of audit opinion that might be rendered on the Company’s financial statements, and no
written report or oral advice was provided that Friedman concluded was an important factor considered by the Company in reaching
a decision as to any such accounting, auditing or financial reporting issue.
Item
15. Financial Statements and Exhibits.
(a) Financial Statements. See page F-1.
(b) Exhibits
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of TGI Solar Power Group, Inc.
|
|
|
|
3.2
|
|
Amended
By-Laws of TGI Solar Power Group, Inc.
|
|
|
|
4.1
|
|
Specimen
Stock Certificate
|
|
|
|
4.2
|
|
Certificate of Designation of Series A Preferred Stock
|
|
|
|
4.3
|
|
Certificate of Designation of Series B Preferred Stock
|
|
|
|
4.4
|
|
Certificate of Designation of Series C Preferred Stock
|
Signatures
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
TGI
SOLAR POWER GROUP, INC.
|
|
|
|
|
|
|
|
Date:
September 27, 2016
|
|
By:
|
/s/
Henry Val
|
|
|
Henry
Val
|
|
|
Chairman,
Chief Executive Officer,
|
|
|
Chief
Financial Officer and President
|
|
|
(Principal
Executive, Financial and
|
|
|
Accounting
Officer)
|
TGI Solar Power Group, Inc.
Financial Statements
July 31, 2015 and 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and
Stockholders of TGI Solar Power Group, Inc.
We have audited the accompanying balance
sheets of TGI Solar Group, Inc. (the “Company”) as of July 31, 2015 and 2014, and the related statements of operations,
changes in stockholder’s deficit, and cash flows for each of the years in the two-year period ended July 31, 2015 and 2014.
The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2015 and 2014,
and the results of its operations and its cash flows for each of years in the two year period ended July 31, 2015, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial
statements, the Company has an accumulated deficit of $14,420,789 as of July 31, 2015 and has suffered recurring losses from operations
and has a net working capital deficiency. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Friedman LLP
Marlton, New Jersey
September 27, 2016
TGI Solar Power Group Inc.
|
Balance Sheets
|
As of July 31 2015
and 2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
76
|
|
|
$
|
—
|
|
Total current assets
|
|
|
76
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
—
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
76
|
|
|
$
|
111
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accrued Expenses
|
|
$
|
7,174
|
|
|
$
|
—
|
|
Advances Payable
|
|
|
66,600
|
|
|
|
—
|
|
|
|
|
73,774
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
Convertible Preferred Stock:
|
|
|
|
|
|
|
|
|
Series A, Convertible Preferred Stock, ($.001 par value, 10,000,000
authorized issued and outstanding )
|
|
|
10,000
|
|
|
|
10,000
|
|
Series B, Convertible Preferred Stock, ($.001 par value, 2,000,000
authorized issued and outstanding )
|
|
|
2,000
|
|
|
|
2,000
|
|
Series C, Convertible Preferred Stock, ( $1 par value, 275,000 authorized
zero issued and outstanding )
|
|
|
—
|
|
|
|
—
|
|
Common Stock (.001 par value, 2,400,000,000 shares authorized, 1,665,036,105,
shares issued and outstanding)
|
|
|
1,665,036
|
|
|
|
1,665,036
|
|
Additional Paid in Capital
|
|
|
12,670,055
|
|
|
|
12,670,055
|
|
Accumulated Deficit
|
|
|
(14,420,789
|
)
|
|
|
(14,346,980
|
)
|
Stockholders’ Equity (Deficit)
|
|
|
(73,698
|
)
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
(Deficit)
|
|
$
|
76
|
|
|
$
|
111
|
|
TGI Solar Power Group Inc.
|
Statements of Operations
|
For the years ended
July 31 2015 and 2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
66,635
|
|
|
|
440
|
|
|
|
|
|
|
|
|
|
|
Loss before other income/(expense)
|
|
|
(66,635
|
)
|
|
|
(440
|
)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(7,174
|
)
|
|
|
—
|
|
Other income/ expense
|
|
|
(7,174
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(73,809
|
)
|
|
$
|
(440
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
|
(0.000
|
)
|
|
|
(0.000
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average of common shares outstanding, Basic and Diluted
|
|
|
1,665,036,105
|
|
|
|
1,665,036,105
|
|
TGI Solar Power Group
|
Statement of Changes in Stockholders' Equity (Deficit)
|
For the years ended
July 31 2015 and2014
|
|
|
Preferred
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock Series
A
|
|
|
Preferred Stock
Series B
|
|
|
Preferred Stock
Series C
|
|
|
Common Stock
|
|
|
Additional
Paid in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Equity
(Deficit)
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
|
10,000,000
|
|
|
$
|
10,000
|
|
|
|
2,000,000
|
|
|
$
|
2,000
|
|
|
|
—
|
|
|
$
|
-
|
|
|
|
1,665,036,105
|
|
|
$
|
1,665,036
|
|
|
$
|
12,670,055
|
|
|
$
|
(14,346,540
|
)
|
|
$
|
551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(440
|
)
|
|
|
(440
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 31 2014
|
|
|
10,000,000
|
|
|
$
|
10,000
|
|
|
|
2,000,000
|
|
|
$
|
2,000
|
|
|
|
—
|
|
|
$
|
-
|
|
|
|
1,665,036,105
|
|
|
$
|
1,665,036
|
|
|
$
|
12,670,055
|
|
|
$
|
(14,346,980
|
)
|
|
$
|
111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(73,809
|
)
|
|
|
(73,809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 31, 2015
|
|
|
10,000,000
|
|
|
$
|
10,000
|
|
|
|
2,000,000
|
|
|
$
|
2,000
|
|
|
|
—
|
|
|
$
|
-
|
|
|
|
1,665,036,105
|
|
|
$
|
1,665,036
|
|
|
$
|
12,670,055
|
|
|
$
|
(14,420,789
|
)
|
|
$
|
(73,698
|
)
|
TGI Solar Power Group Inc.
|
Statements of Cash Flows
|
For the years ended
July 31 2015 and 2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(73,809
|
)
|
|
$
|
(440
|
)
|
Adjustments to reconcile net loss to net cash used by operating activities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
111
|
|
|
|
440
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
7,174
|
|
|
|
—
|
|
Net cash provided by (used in) operating activities
|
|
|
(66,524
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Advances from Related Party
|
|
|
1,600
|
|
|
|
—
|
|
Advances from Third Party
|
|
|
65,000
|
|
|
|
—
|
|
Net cash provided by financing
activities
|
|
|
66,600
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
$
|
76
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
—
|
|
|
|
—
|
|
End of year
|
|
|
76
|
|
|
|
—
|
|
TGI Solar Power Group, Inc.
July 31, 2015 and 2014
Notes to Financial Statements
Note 1. NATURE OF BUSINESS, ORGANIZATION
AND BASIS OF PRESENTATION
TGI Solar Power Group, Inc. (“TGI”
or the “Company”) is a publicly held corporation formed under the laws of the State of Delaware as Liberty Leasing
Co. Inc. in 1967. The Company changed its name to LIBCO Corporation on June 29, 1973, RDIS Corporation on Jan 11, 1993 and TenthGate
International, Inc. on February 20, 2007 before adopting its current name in June 2008. Tenth Gate International, Inc. acquired
TenthGate Incorporated, a Delaware corporation, by merger of TGI’s subsidiary, TenthGate Merger Sub, Inc., a Utah corporation,
with and into TenthGate Incorporated in April 2007. Thereafter, TenthGate International, Inc. became a development stage company
which owned various subsidiaries with licenses and patents held by those subsidiaries. On July 25, 2008, Tenth Gate International,
Inc., acquired from Solar 18 Corporation, a Florida corporation, (“Solar 18”), Solar 18’s patented, technology
which the Company believed to be viable in commercial and residential applications, especially in the field of green energy. Thereafter,
the Company changed its name to TGI Solar Power Group, Inc. TGI Solar Power Group, Inc. discontinued operations of its other subsidiaries
(of the former TenthGate International, Inc.) to pursue energy technology products and services. The Company’s fiscal year
end is July 31st.
TGI Solar Power Group, Inc. is primarily
engaged in the business of providing potential alternative energy solutions to residential and business customers. The Company
markets alternative solutions on its website and directly to potential customers and creates a Present Value (PV) solution that
details price, tax benefits or cost support and the potential energy savings that might be realized from customers.
Accordingly, TGI intends to launch new
business initiatives intended to provide clients with management, tools and resources to deliver interactive, real-time, on demand
staffing for full time and project based personnel. The Company is exploring the possibility of entering into a business
to provide staffing for contract projects in solar energy, as well as potentially in other businesses. We hope these business
initiatives will result in infrastructure which supports qualifying, investigating and on-boarding of viable project management
candidates, a process that includes automated reporting of hours, benefits and insurance and obtaining insurance and building
expertise that may drive continued support of this model which may include the three offerings to companies; permanent, temporary
and contract based and the five established vertical markets, information technology, engineering, light industrial and blue collar,
financial services and medical.
Note 2. GOING CONCERN
The accompanying financial statements
have been prepared on the basis the Company will continue as going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has a history of operating losses and the Company continues
to rely on financing and the issuance of Preferred and Common shares to raise capital. The Company’s significant losses
from operations and the Company’s dependence on equity and debt financing raise substantial doubt about the Company’s
ability to continue as a going concern. These amounts and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.
Note 3. BASIS OF PRESENTATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared
by the Company in accordance with generally accepted accounting principles in the United States of America (“ GAAP”).
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ from those estimates.
TGI Solar Power Group, Inc.
July 31, 2015 and 2014
Notes to Financial Statements
Income Taxes
Estimates of taxable income of the legal
entity and jurisdiction are used in the tax rate calculation. Management uses judgment in estimating what the Company’s
income tax will be for the year. Since judgment is involved, there is a risk that the tax rate may increase or decrease in any
period. In determining income/(loss) for financial statement purposes, management must make certain estimates and judgments. These
estimates and judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of
certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue
and expense. FASB issued authoritative guidance concerning accounting for income taxes also requires that the deferred tax assets
be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that all or some portion of
the recorded deferred tax assets will not be realized in future periods. In evaluating the Company’s ability to recover
the Company’s deferred tax assets, management considers all available positive and negative evidence including the Company’s
past operating results, the existence of management is using to manage the underlying businesses.
Through July 30 2015, the Company has
recorded a valuation allowance against the Company’s deferred tax assets arising from net operating losses due to uncertainty
of their realization as a result of the Company’s earnings history, the number of years the Company’s net operating
losses and tax credits can be carried forward, the existence of taxable temporary differences and near-term earnings expectations.
The amount of the valuation allowance could decrease if facts and circumstances change that materially increase taxable income
prior to the expiration of the loss carryforwards. Any reduction in the valuation allowance would result in an income tax benefit
in the period such determination is made by the Company.
The
Company has undergone several events which qualify as owner
shifts
pursuant to IRC section 382 since its own inception. As a consequence of these shifts, the
Company
has
undergone ownership changes which, pursuant to IRC section
382, result in a limitation in the annual utilization of the Company’s net operating loss carryforwards.
Net (Loss) Earnings Per Share
Basic earnings per share are calculated
on the basis of the weighted-average number of common shares outstanding during the year. Basic earnings per share are computed
by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted
earnings per share takes into account the potential
dilution
that
could occur if securities or other contracts to issue common stock were exercised and converted to common stock Dilutive common
share equivalents consist of shares issuable upon conversion of convertible debt, and Preferred Stock.
As of July 31, 2015 and 2014 there were
10,000,000 outstanding shares of Preferred Series A Stock which convert to 30,000,000 common shares, and 2,000,000 outstanding
shares of Preferred Series B Stock which convert to 200,000,000 common shares.
Accounting Standards Issued But
Not Yet Effective
In January 2015, FASB issued ASU No. 2015-01,
“Income Statement - Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating
the Concept of Extraordinary Items”. The amendments in ASU No. 2015-01 eliminate from GAAP the concept of extraordinary
items. Although the amendment will eliminate the requirements for reporting entities to consider whether an underlying event
or transaction is extraordinary, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently
will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01
was effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption
is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This guidance, effective
for the Company beginning January 1, 2016, is not expected to have a material impact on the Company’s financial statements
In May 2014, the FASB issued ASU
No. 2014-09, Revenue from Contracts with Customers, which will replace most of the existing revenue recognition guidance
in GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services
equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant
judgments and changes in judgments. The ASU will be effective for the Company beginning January 1, 2018, including interim periods
in 2018, and allows for both retrospective and prospective methods of adoption. The Company is in the process of assessing the
impact of this ASU on its financial statements.
TGI Solar Power Group, Inc.
July 31, 2015 and 2014
Notes to Financial Statements
In February 2016, the FASB issued ASU
2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The
Company is currently evaluating the impact of ASU 2016-02.
In March 2016, the FASB issued ASU 2016-07,
Investments - Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting, which eliminates
the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence
over a previously held investment. ASU 2016-07 is effective for the Company January 1, 2017 and interim periods within that reporting
period. The adoption of ASU 2016-07 is not expected to have a material effect on the Company’s financial statements.
In August 2014, FASB issued ASU No. 2014-15,
“Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern.” Under the new guidance, an entity should evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued. The guidance is effective for the annual period ending
after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is
currently evaluating the impact of ASU 2014-15 on its financial statements.
In April 2015, FASB issued Accounting
Standards Update 2015-05 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) to provide guidance to customers
about whether a cloud computing arrangement includes a software license. For public business entities, the amendments will be
effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all
other entities, the amendments will be effective for annual periods beginning after December 15, 2015, and interim periods in
annual periods beginning after December 15, 2016. Early adoption is permitted for all entities. The Company is currently evaluating
the impact of ASU 2015-05 on its financial statements.
Note 4. ADVANCES PAYABLE
The Company received advances of $65,000
by a third party in September 2014 in order to cover expenses associated with a possible investment which was not pursued by the
Company. This amount is included in Advances Payable as of July 31, 2015. Interest of $7,174 and $0 was accrued for the year ended
July 31 2015 and 2014 and is included in accrued expenses. The advance and related interest of approximately 12% was satisfied
in full through the issuance of 40,000,000 shares of common stock in August 2016.
Note 5. RELATED PARTY TRANSACTION
The Company has received advances from
an officer which are non-interest bearing and due on demand of $1,600 and $0 as of July 31 2015 and 2014 and are included in Advances
Payable. In June 2016, in conjunction with the Preferred Series C sale, the officer received $60,000 as payment in full of the
above amount and an additional $58,400 advanced by the officer for consulting and other expenses subsequent to July 31, 2015.
TGI Solar Power Group, Inc.
July 31, 2015 and 2014
Notes to Financial Statements
Note 6. CAPITAL STRUCTURE
Common
:
At July 31, 2015 and 2014, the Company
had 2,400,000,000 shares authorized and 1,665,036,105 shares of $.001 par value common stock issued and outstanding. Common shares
are voting and dividends are paid at the discretion of the Board of Directors.
Series A Preferred Stock
At July 31, 2015 and 2014, the Company
had 10,000,000 shares of Series A Preferred Stock, $.001 par value, authorized, issued and, outstanding. The Series A Preferred
Stock has a liquidation preference over the common stock and any other class or series of capital stock whose terms expressly
provide that the holders of the Series A Preferred Stock should receive preferential payment. Holders of the Preferred Stock Series
A are entitled to vote on all matters submitted to shareholders of the Company and are entitled to 10 votes for each share of
the Series A Preferred Stock owned.
Each share of Series A Preferred Stock
is convertible, at the option of the holder, into three shares of the Company’s common stock. However, holders cannot convert
any share of Series A Preferred Stock into shares of common stock until (a) the Series A Preferred Stock has been held for a minimum
of 24- months; (b) the Common Stock is at least $0.50 per share (c) the Company has a positive Net Worth; and (c) The Company
is traded on the Pink Sheets, or higher exchange.
Holders of the Series A Preferred Stock
are entitled to receive dividends as declared at the discretion of the Board of Directors. These dividends are based on the number
of shares of Common Stock into which each share of Series A Preferred Stock is convertible
Series B Preferred Stock
At July 31, 2015 and 2014, the Company
had 2,000,000 shares of Series B Preferred Stock, $.001 par value, authorized, issued and outstanding. Holders of the Series B
Preferred Stock Series B are entitled to vote on all matters submitted to shareholders of the Company and are entitled to 1,000
votes for each share of the Series B Preferred Stock owned.
Each share of the Series B Preferred Stock
is convertible, at the option of the holder, into one hundred shares of the Company’s common stock. However, holders cannot
convert any share of Series B Preferred Stock into shares of common stock until (a) the Series B Preferred Stock has been held
for a minimum of 12 months; (b) the Common Stock is at least $0.01 per share (c) The Company is traded on the Pink Sheets, or
higher exchange.
Holders of the Series B Preferred Stock
are entitled to receive dividends as declared at the discretion of the Board of Directors. These dividends are based on the number
of shares of Common Stock into which each share of Series B Preferred Stock is convertible
Series C Preferred Stock
On June 22 2016, the Company authorized
275,000 shares of $1 Par Value Series C Convertible Preferred Stock. On June 26, 2016, the Company sold 137,500 shares of its
Series C Convertible Preferred Stock each to Ensure HR, LLC, a New Jersey limited liability company, and Meros HR, LLC, a New
Jersey limited liability company for $275,000. The Company received net proceeds of $200,000. The proceeds were reduced by $15,000
of expenses related to the sale and the payoff of an officer advance of $60,000.
The Series Preferred C Stock has a liquidation
of twice its stated value, and converts into shares of Common Stock at the initial conversion price of $.000016124 per share,
subject to adjustment for stock splits, reclassification and distributions. The Series C Preferred Stock votes on an as-converted
basis multiplied by 1.9. The conversion price is initially $0.0000161240 per share, subject to adjustment for dilutive issuances,
so that upon conversion, the holders of the Series C Preferred Stock would hold shares of Common constituting 90% of the fully-
diluted Common Stock upon conversion. Accordingly, the sale of the Series C Stock resulted in a change of control of the Company.
The Series C Preferred Stock cannot be converted until the Company files an amendment increasing the authorized number of shares
of Common Stock and/or effecting a reverse stock split of the Common Stock so that the Company has a sufficient number of authorized
and unissued shares of Common Stock so as to permit the conversion of all outstanding shares of Series C Preferred Stock. Holders
of the Series C Preferred Stock are entitled to receive dividends as declared at the discretion of the Board of Directors. These
dividends are based on the number of shares of Common Stock into which each share of Series C Preferred Stock is convertible.
TGI Solar Power Group, Inc.
Unaudited Financial Statements
April 30, 2016 and 2015
TGI Solar Power Group Inc.
|
Unaudited Balance Sheets
|
|
|
April 30
|
|
|
July 31
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
140
|
|
|
|
76
|
|
Total current assets
|
|
|
140
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
140
|
|
|
$
|
76
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accrued Expenses
|
|
$
|
13,598
|
|
|
$
|
7,174
|
|
Advances Payable
|
|
|
99,933
|
|
|
|
66,600
|
|
|
|
|
113,531
|
|
|
|
73,774
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ (Deficit)
|
|
|
|
|
|
|
|
|
Convertible Preferred Stock:
|
|
|
|
|
|
|
|
|
Series A, Convertible Preferred Stock ( $.001 par value, 10,000,000 authorized,
issued and outstanding )
|
|
|
10,000
|
|
|
|
10,000
|
|
Series B, Convertible Preferred Stock, ($.001 par value, 2,000,000
authorized issued and outstanding )
|
|
|
2,000
|
|
|
|
2,000
|
|
Series C, Convertible Preferred Stock, ( $1 par value, 275,000 authorized
zero issued and outstanding )
|
|
|
—
|
|
|
|
—
|
|
Common Stock (.001 par value, 2,400,000 shares authorized, 1,665,036,105,
shares issued and outstanding)
|
|
|
1,665,036
|
|
|
|
1,665,036
|
|
Additional Paid in Capital
|
|
|
12,670,055
|
|
|
|
12,670,055
|
|
Accumulated Deficit
|
|
|
(14,460,482
|
)
|
|
|
(14,420,789
|
)
|
Stockholders (Deficit)
|
|
|
(113,391
|
)
|
|
|
(73,698
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ (Deficit)
|
|
$
|
140
|
|
|
$
|
76
|
|
TGI Solar Power Group
Inc.
|
Unaudited Statements of Operations
|
For
the nine months ended April 30, 2016 and 2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
33,794
|
|
|
|
65,000
|
|
|
|
|
|
|
|
|
|
|
Loss before other income/(expense)
|
|
|
(33,794
|
)
|
|
|
(65,000
|
)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(5,899
|
)
|
|
|
(5,218
|
)
|
Other income/ expense
|
|
|
(5,899
|
)
|
|
|
(5,218
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(39,693
|
)
|
|
$
|
(70,218
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
|
(0.000
|
)
|
|
|
(0.000
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average of common shares outstanding, Basic and Diluted
|
|
|
1,665,036,105
|
|
|
|
1,665,036,105
|
|
TGI Solar Power Group
Inc.
|
Unaudited Statements of Cash Flows
|
For
the nine months ended April 30, 2016 and 2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(39,693
|
)
|
|
$
|
(70,218
|
)
|
Adjustments to reconcile net loss to net cash used by operating activities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
—
|
|
|
|
—
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
6,424
|
|
|
|
5,218
|
|
Net cash provided by (used in) operating activities
|
|
|
(33,269
|
)
|
|
|
(65,000
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Advances from Related Party
|
|
|
33,333
|
|
|
|
100
|
|
Advances from Third Party
|
|
|
—
|
|
|
|
65,000
|
|
Net cash provided by financing
activities
|
|
|
33,333
|
|
|
|
65,100
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
$
|
64
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
76
|
|
|
|
—
|
|
End of year
|
|
$
|
140
|
|
|
$
|
100
|
|
TGI Solar Power Group, Inc.
April 30, 2016 and 2015
Notes to Financial Statements
Note 1 NATURE OF BUSINESS, ORGANIZATION
AND BASIS OF PRESENTATION
TGI Solar Power Group, Inc. (“TGI”
or the “Company”) is a publicly held corporation formed under the laws of the State of Delaware as Liberty Leasing
Co. Inc. in 1967. The Company changed its name to LIBCO Corporation on June 29, 1973, RDIS Corporation on Jan 11, 1993 and TenthGate
International, Inc. on February 20, 2007 before adopting its current name in June 2008. Tenth Gate International, Inc. acquired
TenthGate Incorporated, a Delaware corporation, by merger of TGI’s subsidiary, TenthGate Merger Sub, Inc., a Utah corporation,
with and into TenthGate Incorporated in April 2007. Thereafter, TenthGate International, Inc. became a development stage company
which owned various subsidiaries with licenses and patents held by those subsidiaries. On July 25, 2008, Tenth Gate International,
Inc., acquired from Solar 18 Corporation, a Florida corporation, (“Solar 18”), Soar 18’s patented, Nano Technology
which the Company believed to be viable in commercial and residential applications, especially in the field of green energy. Thereafter,
the Company changed its name to TGI Solar Power Group, Inc. TGI Solar Power Group, Inc. discontinued operations of its other subsidiaries
(of the former TenthGate International, Inc.) to pursue energy technology products and services. The Company’s fiscal year
end is July 31st.
TGI Solar Power Group, Inc. is primarily
engaged in the business of providing potential alternative energy solutions to residential and business customers. The Company
markets alternative solutions on its website and directly to potential customers and creates a Present Value (PV) solution that
details price, tax benefits or cost support and the potential energy savings that might be realized from customers
Accordingly, TGI intends to launch new
business initiatives intended to provide clients with management, tools and resources to deliver interactive, real-time, on demand
staffing for full time and project based personnel. The Company is exploring the possibility of entering into a business
to provide staffing for contract projects in solar energy, as well as potentially in other businesses. We hope these business
initiatives will result in infrastructure which supports qualifying, investigating and on-boarding of viable project management
candidates, a process that includes automated reporting of hours, benefits and insurance and obtaining insurance and building
expertise that may drive continued support of this model which may include the three offerings to companies; permanent, temporary
and contract based and the five established vertical markets, information technology, engineering, light industrial and blue collar,
financial services and medical.
Note 2. GOING CONCERN
The accompanying financial statements
have been prepared on the basis The Company will continue as going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has a history of operating losses and the Company continues
to rely on financing and the issuance of Preferred and Common shares to raise capital. The Company’s significant losses
from operations and the Company’s dependence on equity and debt financing raise substantial doubt about the Company’s
ability to continue as a going concern. These amounts and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.
Note 3. BASIS OF PRESENTATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared
by the Company in accordance with generally accepted accounting principles in the United States of America (“ GAAP”).
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ from those estimates
Income Taxes
Estimates of taxable income of the legal
entity and jurisdiction are used in the tax rate calculation. Management uses judgment in estimating what the Company’s
income tax will be for the year. Since judgment is involved, there is a risk that the tax rate may increase or decrease in any
period. In determining income/(loss) for financial statement purposes, management must make certain estimates and judgments. These
estimates and judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of
certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue
and expense. FASB issued authoritative guidance concerning accounting for income taxes also requires that the deferred tax assets
be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that all or some portion of
the recorded deferred tax assets will not be realized in future periods. In evaluating the Company’s ability to recover
the Company’s deferred tax assets, management considers all available positive and negative evidence including the Company’s
past operating results, the existence of management is using to manage the underlying businesses.
TGI Solar Power Group, Inc.
April 30, 2016 and 2015
Notes to Financial Statements
Through April 30 2016, the Company has
recorded a valuation allowance against the Company’s deferred tax assets arising from net operating losses due to uncertainty
of their realization as a result of the Company’s earnings history, the number of years the Company’s net operating
losses and tax credits can be carried forward, the existence of taxable temporary differences and near-term earnings expectations.
The amount of the valuation allowance could decrease if facts and circumstances change that materially increase taxable income
prior to the expiration of the loss carryforwards. Any reduction in the valuation allowance would result in an income tax benefit
in the period such determination is made by the Company.
The Company has undergone several events
which qualify as owner shifts pursuant to IRC section 382 since its own inception. As a consequence of these shifts, the Company
has undergone ownership changes which, pursuant to IRC section 382, result in a limitation in the annual utilization of the Company’s
net operating loss carryforwards.
Net (Loss) Earning Per Share
Basic earnings per share are calculated
on the basis of the weighted-average number of common shares outstanding during the period. Basic earnings per share are computed
by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted
earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common
stock were exercised and converted to common stock Dilutive common share equivalents consist of shares issuable upon conversion
of convertible debt, and Preferred Stock.
As of April 30, 2016 and July 31, 2015
there were 10,000,000 outstanding shares of Preferred Series A Stock which convert to 30,000,000 common shares, and 2,000,000
outstanding shares of Preferred Series B Stock which convert to 200,000,000 common shares.
Accounting Standards Issued But
Not Yet Effective
In January 2015, FASB issued ASU No. 2015-01,
“Income Statement - Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating
the Concept of Extraordinary Items”. The amendments in ASU No. 2015-01 eliminate from GAAP the concept of extraordinary
items. Although the amendment will eliminate the requirements for reporting entities to consider whether an underlying event
or transaction is extraordinary, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently
will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01
was effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption
is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This guidance, effective
for the Company beginning January 1, 2016, is not expected to have a material impact on the Company’s financial statements
In May 2014, the FASB issued ASU
No. 2014-09, Revenue from Contracts with Customers, which will replace most of the existing revenue recognition guidance
in GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services
equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant
judgments and changes in judgments. The ASU will be effective for the Company beginning January 1, 2018, including interim periods
in 2018, and allows for both retrospective and prospective methods of adoption. The Company is in the process of assessing the
impact of this ASU on its financial statements.
In February 2016, the FASB issued ASU
2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The
Company is currently evaluating the impact of ASU 2016-02.
TGI Solar Power Group, Inc.
April 30, 2016 and 2015
Notes to Financial Statements
In March 2016, the FASB issued ASU 2016-07,
Investments - Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting, which eliminates
the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence
over a previously held investment. ASU 2016-07 is effective for the Company January 1, 2017 and interim periods within that reporting
period. The adoption of ASU 2016-07 is not expected to have a material effect on the Company’s financial statements.
In August 2014, FASB issued ASU No. 2014-15,
“Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern.” Under the new guidance, an entity should evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued. The guidance is effective for the annual period ending
after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is
currently evaluating the impact of ASU 2014-15 on its financial statements.
In April 2015, FASB issued Accounting
Standards Update 2015-05 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) to provide guidance to customers
about whether a cloud computing arrangement includes a software license. For public business entities, the amendments will be
effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all
other entities, the amendments will be effective for annual periods beginning after December 15, 2015, and interim periods in
annual periods beginning after December 15, 2016. Early adoption is permitted for all entities. The Company is currently evaluating
the impact of ASU 2015-05 on its financial statements.
Note 4. ADVANCES PAYABLE
The Company received advances of $65,000
by a third party in September 2014 in order to cover expenses associated with a possible investment which was not pursued by the
Company. This amount is included in Advances Payable as of April 30 2016 and July 312015. Interest of $5,899 and $5,218 was accrued
for the period ended April 30, 2016 and 2015 and is included in accrued expenses. The advance and related interest at approximately
12 % was satisfied in full through the issuance of 40,000,000 shares of common stock in August 2016.
Note 5. RELATED PARTY TRANSACTION
The Company has received advances from
an officer which are non-interest bearing and due on demand of $34,933 and $1,600 as of April 30, 2016 and July 31 2015 and are
included in Advances Payable.
In June 2016, in conjunction with the
Preferred Series C sale, the officer received $60,000 as payment in full of the above amount and an additional $25,067 advanced
by the officer for consulting and other expenses subsequent to April 30, 2016.
Note 6. CAPITAL STRUCTURE
Common
:
At April 30, 2016 and 2015, the Company
had 2,400,000,000 shares authorized and 1,665,036,105 shares of $.001 par value common stock issued and outstanding. Common shares
are voting and dividends are paid at the discretion of the Board of Directors.
Series A Preferred Stock
At April 30, 2016 and July 31 2015, the
Company had 10,000,000 shares of Series A Preferred Stock, $.001 par value, authorized, issued and, outstanding. The Series A
Preferred Stock has a liquidation preference over the common stock and any other class or series of capital stock whose terms
expressly provide that the holders of the Series A Preferred Stock should receive preferential payment. Holders of the Preferred
Stock Series A are entitled to vote on all matters submitted to shareholders of the Company and are entitled to 10 votes for each
share of the Series A Preferred Stock owned.
TGI Solar Power Group, Inc.
April 30, 2016 and 2015
Notes to Financial Statements
Each share of Series A Preferred Stock
is convertible, at the option of the holder, into three shares of the Company’s common stock. However, holders cannot convert
any share of Series A Preferred Stock into shares of common stock until (a) the Series A Preferred Stock has been held for a minimum
of 24- months; (b) the Common Stock is at least $0.50 per share (c) the Company has a positive Net Worth; and (c) The Company
is traded on the Pink Sheets, or higher exchange.
Holders of the Series A Preferred Stock
are entitled to receive dividends as declared at the discretion of the Board of Directors. These dividends are based on the number
of shares of Common Stock into which each share of Series A Preferred Stock is convertible
Series B Preferred Stock
At April 30, 2016 and July 31 2015 The
Company had 2,000,000 shares of Series B Preferred Stock, $.001 par value, authorized, issued and outstanding. Holders of the
Series B Preferred Stock Series B are entitled to vote on all matters submitted to shareholders of the Company and are entitled
to 1,000 votes for each share of the Series B Preferred Stock owned.
Each share of the Series B Preferred Stock
is convertible, at the option of the holder, into one hundred shares of the Company’s common stock. However, holders cannot
convert any share of Series B Preferred Stock into shares of common stock until (a) the Series B Preferred Stock has been held
for a minimum of 12 months; (b) the Common Stock is at least $0.01 per share (c) The Company is traded on the Pink Sheets, or
higher exchange.
Holders of the Series B Preferred Stock
are entitled to receive dividends as declared at the discretion of the Board of Directors. These dividends are based on the number
of shares of Common Stock into which each share of Series B Preferred Stock is convertible
Series C Preferred Stock
On June 22 2016, the Company authorized
275,000 shares of $1 Par Value Series C Convertible Preferred Stock. On June 26, 2016, the Company sold 137,500 shares of its
Series C Convertible Preferred Stock each to Ensure HR, LLC, a New Jersey limited liability company, and Meros HR, LLC, a New
Jersey limited liability company for $275,000. The Company received net proceeds of $200,000. The proceeds were reduced by $15,000
of expenses related to the sale and the payoff of an officer advance of $60,000.
The Series Preferred C Stock has a liquidation
of twice its stated value, and converts into shares of Common Stock at the initial conversion price of $.000016124 per share,
subject to adjustment for stock splits, reclassification and distributions. The Series C Preferred Stock votes on an as-converted
basis multiplied by 1.9. The conversion price was computed based on 1,895,036,105 shares of Common Stock outstanding on a fully
diluted basis, consisting of 1,665,036,105 shares of Common Stock, 30,000,000 shares of Common Stock issuable upon conversion
of Series A Preferred Stock, and 200,000,000 shares of Common Stock issuable upon conversion of Series B Preferred Stock, so that
upon conversion, the holders of the Series C Preferred Stock would hold shares of Common constituting 90% of the Fully- Diluted
Shares after giving effect to such conversion. Accordingly, the sale of the Series C Stock resulted in a change of control of
the Company. The Series C Preferred Stock cannot be converted until the Company files an amendment increasing the authorized number
of shares of Common Stock and/or effecting a reverse stock split of the Common Stock so that the Company has a sufficient number
of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding shares of Series C Preferred
Stock.
Holders of the Series C Preferred Stock
are entitled to receive dividends as declared at the discretion of the Board of Directors. These dividends are based on the number
of shares of Common Stock into which each share of Series C Preferred Stock is convertible.
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