UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10

 

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 20-2976749
(State or other jurisdiction of incorporation) I.R.S. Employer Identification Number

 

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  ¨   Accelerated filer ¨
     

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

  Smaller reporting company  x

 

 

 

 

TABLE OF CONTENTS

 

  Page
FORM 10  
Item 1.  Business 1
Item 1A. Risk Factors 3
Item 2. Financial Information 9
Item 3. Properties 13
Item 4. Security Ownership of Certain Beneficial Owners and Management 13
Item 5. Directors and Executive Officers 14
Item 6. Executive Compensation 15
Item 7. Certain Relationships and Related Transactions, and Director Independence 16
Item 8. Legal Proceedings 16
Item 10. Recent Sales of Unregistered Securities 17
Item 11. Description of Registrant’s Securities to be Registered 17
Item 12. Indemnification of Directors and Officers 19
Item 13. Financial Statements and Supplementary Data 20
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20
Item 15. Financial Statements and Exhibits 20
Signatures 20

 

 

 

 

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.

 

  1  

 

 

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.

 

  2  

 

 

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.

 

  3  

 

 

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.

 

  4  

 

 

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.

 

  5  

 

 

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:

 

  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;
     
  variations in quarterly operating results from the expectations of securities analysts or investors;
     
  revisions in securities analysts’ estimates or reductions in security analysts’ coverage;
     
  announcements of new products or services by us or our competitors;
     
  reductions in the market share of our products;
     
  announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
     
  general technological, market or economic trends;
     
  investor perception of our industry or prospects;
     
  insider selling or buying;

 

  6  

 

 

  investors entering into short sale contracts;
     
  regulatory developments affecting our industry; and
     
  additions or departures of key personnel.

 

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.

 

  7  

 

 

If we issue additional shares or derivative securities in the future, it will result in the dilution of our existing stockholders .

 

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.

 

  8  

 

 

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.

 

  9  

 

 

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.

 

  10  

 

 

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.

 

  11  

 

 

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.

 

  12  

 

 

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.

 

  13  

 

 

(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.

  

  14  

 

 

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.

 

  15  

 

 

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  

 

  16  

 

 

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.

 

  17  

 

 

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.

 

  18  

 

 

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.

 

  19  

 

 

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)

 

  20  

 

 

TGI Solar Power Group, Inc.

 

Financial Statements

 

July 31, 2015 and 2014

   

 

 

 

Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as of July 31, 2015 and 2014 F-2
Statements of Operations for the years ended July 31, 2015 and 2014 F-3
Statements of Changes in Stockholders’ Equity (Deficit) F-4
Statements of Cash Flows for the years ended July 31, 2015 and 2014 F-5
Notes to Financial Statements F-6 -9

 

 

 

 

 

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

 

 

 

  F- 1  

 

 

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  

 

  F- 2  

 

 

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  

 

  F- 3  

 

 

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 )

 

  F- 4  

 

 

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        

 

  F- 5  

 

 

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.

 

  F- 6  

 

 

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.

 

  F- 7  

 

 

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.

 

  F- 8  

 

 

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.

 

  F- 9  

 

 

TGI Solar Power Group, Inc.

 

Unaudited Financial Statements

 

April 30, 2016 and 2015

 

 

 

 

Unaudited Balances Sheets F-10
Unaudited Statements of Operations for the nine months ended April 30, 2016 and 2015 F-11
Unaudited Statements of Cash Flows for the nine months ended April 30, 2016 and 2015 F-12
Notes to Financial Statements F-13-16

 

 

 

 

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  

 

F- 10

 

 

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  

 

F- 11

 

 

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  

 

F- 12

 

 

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.

 

F- 13

 

 

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.

 

F- 14

 

 

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.

 

F- 15

 

 

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.

 

F- 16

 

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