Amended Quarterly Report (10-q/a)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended January 31, 2017

Commission File Number: 001-51059

TGI Solar Power Group Inc.

(Exact name of Company as specified in its charter)

Delaware		20-2976749
(State or other jurisdiction)		(IRS Employer Identification No.)
of incorporation or organization)

1011 Whitehead Road Ext, Suite 101,

Ewing, NJ 08638

(Address of principal executive offices and zip code)

(609) 201-2099

( Company’s telephone number, including area code)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Company has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the Company is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting Company	x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of March 24, 2017, there were approximately 1,705,036,105 shares of common stock of the registrant issued and outstanding.

Explanatory Note: The sole purpose of this Amendment to the Quarterly Report on Form 10-Q of TGI Solar Group, Inc. (the “Registrant”) for the quarter ending January 31, 2017, filed with the Securities and Exchange Commission on March 24, 2017 (the “Original Filing”) is to change the designation of the Registrant as a shell company to “No”, which was erroneously marked “Yes” on the Original Filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TGI SOLAR POWER GROUP INC.

	/s/ Henry Val
Dated: June 15, 2017	Name: Henry Val
	Title: Chairman, Chief Executive Officer, Chief Financial Officer and President(Principal Executive, Financial and Accounting Officer)