SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 11, 2021

 

CGS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-182566

 

32-0378469

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

 File Number)

 

Identification Number)

 

1111 South Roop Street, #100 Carson City, NV 89702

(Address of principal executive offices) (Zip Code)

 

+63284412083

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:  

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

 

☐

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

 

 

☐

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

 

 

☐

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

 

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

 

Emerging growth company ☒

 

 

 

 

CGS INTERNATIONAL, INC.

Form 8-K

Current Report

 

Item 1.01. Entry into a Material Definitive Agreement

 

Closing of World Agri Minerals Ltd. Asset Purchase Agreement

 

On October 11, 2021 (the “Closing Date”), CGS International, Inc. (the “Company”) and Ramon Mabanta, an individual (d.b.a. World Agri Minerals Ltd.) (“WAGL”) entered into a Bill of Sale and Assignment Agreement effectuating the Closing that certain Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company and WALG, pursuant to which the Company acquired all the assets of WAGL, (the “Acquisition”). WAGL operates as a sole-proprietorship whose operations focus on pursuing the formulation, manufacturing, sales, marketing distribution of its premiere commercial agri-product GENESIS 89™ and GENESIS 89™ Gold, which is a unique formulation and packaging of a commercial agri-product using a natural processes whereby minerals are extracted from deep-ocean deposits and combined with additional organic ingredients resulting in the GENESIS 89™ and GENESIS 89™ Gold being: (i) properly balanced, readily bioavailable, formulas that are shipped as concentrate to commercial growers; (ii) ready-to-use products for the both the amateur and commercial retail market; and, (iii) Genesis 89™ Gold is being blended specifically for use and deployment in the cannabis industry. GENESIS 89™ and GENESIS 89™ Gold provide assurance and insurance to the end-user that crops do not require conventional pesticides, producing an eco-friendlier organic product for the consumer. The aggregate purchase price for the assets of WAGL is 30,000,000 restricted shares (the “Shares”) of the Company’s common stock (the “Purchase Price”) which were paid upon the closing of the Purchase Agreement. Each of Company and WAGL have made customary representations, warranties, covenants, and indemnities in connection with the Acquisition.

 

A description of the specific terms and conditions of the acquisition are set forth in the Purchase Agreement, which was originally disclosed on Form 8-K filed with the Commission on September 29, 2021, as Exhibit 10.01 and is incorporated herein by reference, and the Bill of Sale and Assignment Agreement dated as of the Closing Date, which is filed as Exhibit 10.01 hereto, and the terms of which are incorporated herein by reference.

 

The Purchase Agreement contains representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement. In addition, such representations and warranties: (i) may not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules; (iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose of allocating risk among the parties to the Purchase Agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Company’s public disclosures. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.

 

Item 2.01. Completion of Acquisition or Disposition of Assets

 

The information regarding the Purchase Agreement and the Acquisition set forth in Item 1.01 is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities

 

The Shares issued pursuant to the Purchase Agreement disclosed in Item 1.01 above were issued in reliance upon the exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the United States. The Shares issued pursuant to the Purchase Agreement are exempt transactions pursuant to Section 4(2) of the Securities Act as the transaction was a private transaction by the Company and did not involve any public offering. Additionally, we relied upon the safe harbor provision of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside of the United States that are not made to “U.S. Persons” or for the account or benefit of a “U.S. Person”, as that term is defined in Rule 902 of Regulation S.

 

 
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On October 11, 2021, Mr. Francisco Ariel Acosta (“Mr. Acosta”) resigned from all management positions with the Company effective as of October 11, 2021, including sole-Director, President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary. The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On October 11, 2021, Ramon (“Guy”) Mabanta was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.   

 

The biography for Mr. Mabanta is set forth below:

 

RAMON (“GUY”) MABANTA: For the past 5 years, Mr. Mabanta has been the sole proprietor of his organic plant enhancers business, doing business under the name of World Agri Minerals Ltd. (“WAGL”). Prior to WAGL, Mr. Mabanta was the operating partner of an Organic AGRI enhancer business based in Australia. Mr. Mabanta has many years of experience in the agri business as well as his decades of business experience in both private and public companies. Mr. Mabanta has held the positions of officer and director of several publicly listed and trading companies on registered securities exchanges in North America. His participation included advisory, management, as well as capital financings for these companies. Mr. Mabanta is not currently serving as an officer or director of any publicly listed company, either in the United States or Internationally.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

10.2

 

Bill of Sale and Assignment Agreement *

104

 

Cover page interactive data file (embedded within the inline XBRL document).

__________

* Filed Herewith

 

 
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SIGNATURES

 

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

 

  CGS INTERNATIONAL, INC.
       
Dated: October 12, 2021    By: /s/ Ramon Mabanta

 

 

Ramon Mabanta  
  Its: Chief Executive Officer  

 

 
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EXHIBIT 10.2

 

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT RAMON MABANTA, an individual, (d.b.a. WORLD AGRI MINERALS LTD.) (the “Seller”) and CGS INTERNATIONAL, INC., a Nevada corporation (the “Buyer”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of September 29, 2021, by and between Seller and Buyer, Buyer has agreed to purchase from Seller and Seller has agreed to sell, transfer, assign, convey and deliver to Buyer the “Assets” (as such term is defined in the “Asset Purchase Agreement”). All other capitalized terms used, but not defined, herein shall also have those meanings assigned to them in the Asset Purchase Agreement.

 

NOW, THEREFORE, pursuant to Section 1.1 and 9.1(b) of the Asset Purchase Agreement and in consideration of the premises set forth in the Asset Purchase Agreement and for good and valuable consideration as set forth therein, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

 

Section 1. Transfer and Assignment of the Assets. In accordance with and subject to all the terms and conditions of the Asset Purchase Agreement, Seller hereby irrevocably sells, assigns, grants, conveys, transfers, and delivers (the “Transfer”) to Buyer, its successors and assigns, all of Seller’s right, title and interest in and to the Assets.

 

Section 2. Assumed Liabilities. In consideration for the Transfer of the Assets on the date hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, by this Agreement, hereby assumes and becomes responsible for all liabilities and obligations with respect to, and becomes fully responsible for, the assumed liabilities, if any.

 

Section 3. Waiver of Moral Rights. Except to the extent that any such waiver is prohibited by law, Seller hereby waives the benefits of any provision of law known as “moral rights” or any similar law in any country of the world (including under Section 106A of the U.S. Copyright Act of 1976, as amended) and agrees not to institute, support, maintain or permit any action or lawsuit on the ground that any Asset or any version of any Asset used, modified or exploited by Buyer, its assignees or licensees, in any way constitutes an infringement of any of Seller’s moral rights or is in any way a defamation or mutilation of such Asset or any part thereof or contains unauthorized variations, alterations, modifications, changes or translations.

 

Section 4. Further Assurances. If at any time at or after the date hereof Buyer either considers or is advised that any deed, other instrument of conveyance or Transfer, assignment, assumption or assurance or other documentation or the taking of any other act is necessary, desirable, or proper to vest, perfect or confirm in Buyer, its successors or assigns, of record or otherwise, the title to any of the Assets, Seller agrees, at Buyer’s expense, to execute and deliver all such reasonable deeds, instruments, assignments, assumptions, assurances and documents and to do all things reasonably necessary, desirable or proper to vest, perfect or confirm title to such Assets in Buyer, its successors or assigns, and otherwise to carry out the purposes of this Agreement. Seller agrees, at Buyer’s expense, to assist Buyer, its successors or assigns, in every proper way to protect Buyer’s, its successors’ or assigns’, rights in the Assets throughout the world, including, without limitation, executing in favor of Buyer, its successors or assigns, patent, copyright, and other applications and assignments relating to the Assets.

 

 
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Section 5. Validity of Ownership. Seller agrees not to challenge the validity of the ownership by Buyer, its successors, and assigns, of any of the Assets.

 

Section 6. Delivery. Seller hereby represents that all Assets and components thereof have been delivered to Buyer as of the date hereof; provided, however, that from and after the date hereof, if Seller becomes aware of any Asset in its possession that was not delivered to Buyer as of the date hereof, Seller shall, at Seller’s expense, promptly notify Buyer of any such Asset, and deliver any such Asset to Buyer in accordance with Buyer’s reasonable instructions. Seller’s failure to deliver any Asset hereunder shall, under no circumstances, give rise to any monetary damages or liability whatsoever under this Agreement, and Seller’s only obligations (and Buyer’s only remedy) under this Agreement is to cause the prompt delivery of such Asset to Buyer.

 

Section 7. Counterparts. This Agreement may be executed by facsimile and in multiple counterparts, which, when taken together, shall be deemed a single original instrument.

 

Section 8. Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Nevada, with no effect given to the principles of conflicts of law.

 

Section 9. Succession and Assignment. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. No party may assign any of its rights or obligations hereunder without the express written consent of the other parties hereto, which consent may not be unreasonably withheld or delayed.

 

Section 10. Entire Agreement. This Agreement and the Asset Purchase Agreement: (i) set forth the entire agreement of the parties respecting the subject matter hereof, (ii) supersede any prior and contemporaneous understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof, and (iii) may not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in a writing signed by the parties thereto.

 

 
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SIGNATURE PAGE

 

IN WITNESS WHEREOF, the parties have executed this Agreement on this 11th day of October, 2021.

 

 

SELLER:

 

RAMON (“GUY”) MABANTA

(d.b.a. WORLD AGRI MINERALS Ltd.)

       
By: /s/ Ramon Mabanta

 

 

Ramon Mabanta  
     
       

 

BUYER:

 

CSG INTERNATIONAL, INC.

 

 

 

 

 

 

By:

/s/ Francisco Ariel Acosta

 

 

 

Francisco Ariel Acosta

 

 

Its:

Chief Executive Officer

 

 

 

 
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