Trans Global Group, Inc.
A Delaware Corporation6810 N State Road 7, Coconut Creek, FL 33073 954-906-0098
WWW.Transggi.com [email protected]
1520
Quarterly Report
For the Period Ending: June 30, 2020 (the “Reporting Period”)
As of June 30, 2020 the number of shares outstanding of our Common Stock was: 7,865,578,306
As of December, 31 2019, the number of shares outstanding of our Common Stock was: 7,865,578,306
As of our most recent Year End March 31, 2020, the number of shares outstanding of our Common Stock was: 7,865,578,306
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: No:
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: No:
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: No:
The securities described in this document are not registered with, and the information contained in this statement has not been filed with, or approved by, the U.S. Securities and Exchange Commission.
This Quarterly Report contains all the representations by the Company, and no person shall make different or broader statements than those contained herein. Investors are cautioned not to rely upon any information not expressly set forth in this document.
Forward-Looking Statements
Forward-looking statements in this document are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this document, are looking statements. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation, continued acceptance of the Company's products and services, increased levels of competition for the Company, new products and technological changes, the Company's dependence on third-party vendors, and other risks detailed in the Company's prospectus and periodic reports filed with OTCMarkets.
1) Name of the issuer and its predecessors
October, 2007 to Present Trans Global Group, Inc. March 93 - October, 2007 Teletek, Inc.
Date and state (or jurisdiction) of incorporation: Delaware 09-17 - present
Florida 03-14 - 09-17 Nevada 03-93 - 03-14
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: No:
2) Security Information
TGGI
Exact title and class of securities outstanding: CUSIP: 89324A109
Par or Stated Value: $0.0001 Class of Stock
Common Shares Authorized 12,000,000,000 Shares Issued and Outstanding 7,865,578,306
Shares Restricted
Shares Free Trading 7,646,319,231 *Preferred Shares Authorized 1,500,000 Share Issued and Outstanding 200,000
*The Issuer Designated 2 hundred thousand shares of its Preferred stock as Series AA, each share of Series A is convertible into 60,000 shares of Common stock and carries voting rights of 60,000 per share.
Transfer Agent
Signature Stock Transfer, Inc., 2632 Coachlight Ct., Plano, TX 75093 972-612-4120
Signature Stock Transfer, Inc. is appropriately registered with the Securities and Exchange Commission under the Securities and Exchange Act of 1934.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
During January of 2020 in preparation for a pending merger the Issuer made a series of changes to its Articles of Incorporation, the number of Authorized shares has been increased to Twelve Billion and the Series AA Preferred was Amended. The Conversion rate of 10,000:1 was change to 60,000:1, the Voting power was changed from 10,000 votes to 60,000 votes per share of Preferred. These changes where requested by the new company prior to a merger being completed.
3) Issuance History
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:
B. Debt Securities, Including Promissory and Convertible Notes
Check this box if there are no outstanding promissory, convertible notes or debt arrangements:
Date of Note Issuance Outstandin g Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity
Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder Reason for Issuance (e.g. Loan, Services, etc.) 07/16/2018 $77,730.75 $77,730.75 $13,204.58 07/16/19 Convertible in to equity at $.0001
per share, 9.99% limitation per conversion
VS Services, LLC/Richard Houraney purchased Corp debt owed to Matthew Dwyer
Loans
4) Financial Statements
A. The following financial statements were prepared in accordance with: U.S. GAAP
IFRS
B. The financial statements for this reporting period were prepared by (name of individual)
Number of Shares outstanding as of 12/31/2017 Opening Balance: Common: 7,865,578,306 Preferred: 1,250,000
*Right-click the rows below and select “Insert” to add rows as needed.
Date of
Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) Number of Shares Issued (or cancelled) Class of
Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) Restricted or Unrestricted as of this filing? Exemption or Registration Type? 01/30/20 Exchange 1,200,000 old for 200,000 New Series AA Preferred
Preferred Matthew Dwyer Exchange, Old
Series AA for New Series AA Restricted Shares Outstanding on June 30, 2020 Ending Balance: Common: 7,865,578,306 Preferred: 200,000
Name: Matthew Dwyer
Title: CEO
Jun 30, 20 ASSETS
Current Assets
Other Current Assets
IGPK Preferred Shares 540,000.00
Total Other Current Assets 540,000.00
Total Current Assets 540,000.00
Fixed Assets
Furniture and Equipment 108.07
Total Fixed Assets 108.07
Other Assets
IGPK Stock Purchase 31,000.00
Organization Costs 57,847.00
Product Development 39,200.00
Total Other Assets 128,047.00
TOTAL ASSETS 668,155.07
LIABILITIES & EQUITY Liabilities
Current Liabilities
Other Current Liabilities
Account Payable 4,200.00
Matt Dwyer - Loan 51,432.03
Total Other Current Liabilities 55,632.03
Total Current Liabilities 55,632.03
Long Term Liabilities Accrued Interest
10% Note 11,607.08
Accrued Interest - Other -1,917.00
Total Accrued Interest 9,690.08
Accrued Payroll 180,000.00
Notes Payable
VS Services LLC 77,730.75
Total Notes Payable 77,730.75
Total Long Term Liabilities 267,420.83
Total Liabilities 323,052.86
Equity
Additional Paid in Capital 12,015,865.00
Common Stock 786,557.83
Opening Balance Equity -12,773,128.90
Preferred Stock 200.00
Retained Earnings 395,540.36
Net Income -79,932.08
Total Equity 345,102.21
TOTAL LIABILITIES & EQUITY 668,155.07
Trans Global Group Inc.
Balance Sheet
Apr - Jun 20 Ordinary Income/Expense Expense Depreciation Expense 2,942.00 Payroll Expenses 45,000.00 Rent 1,500.00
Signature Stock Transfer 300.00
Total Expense 49,742.00
Net Ordinary Income -49,742.00
Net Income -49,742.00
Trans Global Group Inc.
Profit & Loss
Apr - Jun 20 OPERATING ACTIVITIES
Net Income -49,742.00
Adjustments to reconcile Net Income to net cash provided by operations:
Account Payable 300.00
Matt Dwyer - Loan 1,500.00
Net cash provided by Operating Activities -47,942.00 INVESTING ACTIVITIES
Fixed Assets 2,942.00
Net cash provided by Investing Activities 2,942.00 FINANCING ACTIVITIES
Accrued Interest -1,917.00
Accrued Interest:10% Note 1,917.00
Accrued Payroll 45,000.00
Net cash provided by Financing Activities 45,000.00
Net cash increase for period 0.00
Cash at end of period 0.00
Trans Global Group Inc.
Statement of Cash Flows
Trans Global Group, Inc. Equity Statement
Preferred Stock Common Stock
Additional Paid-in Capital Shares Amount Shares Amount
Balance, December 31, 2017 1,200 $ 1,200 7,865,578,306 $ 786,578 $ 12,014,790
Trans Global Group, Inc.
Notes to Financial Statements (Unaudited) June 30, 2020
NOTE 1 BASIS OF FINANCIAL STATEMENT PRESENTATION
The condensed financial statements presented are those of Trans Global Group, Inc., and Subsidiaries (the “Company”). The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements, includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s most recent audited financial statements.
NOTE 2 NOTES PAYABLE
Our CEO sold his demand loans to VS Services, Inc. who contacted the Company and had the loans totaling $77, 730.75 restructured as Convertible Debt.
NOTE 3 RELATED PARTY TRANSACTIONS
None
NOTE 4 COMMON STOCK AND EQUITY INSTRUMENTS
None
NOTE 5 SIGNIFICANT EVENTS
The Issuer is working on a merger with a third party entity, that will result in a change of management and ownership. The merge would also bring a new business into the Issuer that could be used in conjunction with the devices.
NOTE 6 SUBSEQUENT EVENTS
Our CEO Matthew Dwyer resigned on September 25, 2020 for health reasons. At the time of his resignation the Company agreed to exchange; the edible device, all recipes, 540,000 shares of IGPK Preferred stock, any money owed by GCGX for 200,000 of our Preferred Series AA stock. On September 25, 2020 Chen REN has purchased control of the Company.
FINANCIAL STATEMENTS
These financial statements have not been audited and have been prepared in accordance with generally accepted accounting principles. Trans Global Group, Inc. has no reason to believe
that the financial statements since fiscal year 2016 cannot be audited in accordance with generally accepted accounting principles.
5) Issuer’s Business, Products and Services A. Summarize the issuer’s business operations
The Company has two different businesses 1) is a plastic manufacturer of its device(s) which can be shipped worldwide and have numerous applications, 2) is the creation of a line of edible sauces that can be infused with CBD and/or THC giving each sauce flavor three product lines. The Company has also been working on the concept for a dough that can be flash frozen for items such as personal pizzas, calzones, and hot pockets that can be infused with CBD and/or THC.
B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of their business contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference:
None
C. Describe the issuers’ principal products or services, and their markets
The Company has two different businesses 1) is a plastic manufacturer of its device(s) which can be shipped worldwide and have numerous applications, 2) is the creation of a line of edible sauces that can be infused with CBD and/or THC giving each sauce flavor three product lines. The Company has also been working on the concept for a dough that can be flash frozen for items such as personal pizzas, calzones, and hot pockets that can be infused with CBD and/or THC. Over the last year the Company has gone through multiple iterations of the initial designs while working with a consultant. The consultant even came up with a few designs we had not, that can be marketed alongside ours.
Our biggest break through is the design and creation of the “Edible Reload” concept. This changed the entire business model we first envisaged. The Edible Reload created an entire market that didn’t exist before, not to mention a more profitable revenue stream then the original device(s).
Device(s) – The Company's primary focus is to bring to market its patentable delivery device(s) that can be used in the Edibles market for CBD, THC, Alcohol, and potentially other markets. The device concept allows for an edible substance to be delivered to the user as a one-time use application. The business model initially envisaged by TGGI can be
expanded based on the Reload approach used by companies such as Keurig and Gillette. This approach lets the end-user to retain the device base and purchase additional Reloads. From a business perspective the approach lowers the cost of purchase for the end-user over time. In addition, retention of the device base should bring enhanced customer loyalty and repeat purchases on an ongoing basis.
The design of each of our delivery systems offers markedly different solutions to the specific technological problems, processes, and materials than the patented system we tried to acquire. These major differences will allow us to file a series of patent applications that should be approved by the U.S. Patent and Trademark Office (USPTO).
The usage applications for the delivery systems are flexible enough to appeal to both MJ and non-MJ sectors. This flexibility broadens the markets the Company can sell the device to since not all States have currently approved the use of marijuana for recreational or medical use, and not all buyers will need or want to be marijuana consumers.
Edible Reload – The Edible Reload aftermarket concept was developed over the past year as we tinkered with the design of the device(s). This concept changes TGGI approach to the initially envisaged business model. The Edible Reload concept creates an entire market that didn’t exist before, not to mention a more profitable revenue stream than the original device(s) alone. The concept can be applied to multiple device designs.
Instead of having a one-time use device, the concept presented allows the end-user to purchase additional Edible Reloads. This is modeled on the approach taken by successful manufacturers such as Keurig which builds an affordable machine and makes the majority its money selling pods, or Gillette which manufactures razors and makes the majority of its money selling blades.
While the device(s) are critical to bring to market, what is equally if not more important are reloads that can be purchased and used with the device(s). The Company is focused on potential demand outcomes for its products and continues to refine its design concepts before moving to significant capital expenditure such as producing 3D printed models, manufacturing molds, advertising design concepts, and making intellectual property filings either for patents or trademarks.
The Reloads like the Keurig pods, or Gillette razor blades, will have multiple flavors, and if infused the number of end-choices available to the consumer goes up exponentially. For example, flavors will can be plain, CBD, THC, CBD-THC, Alcohol, Alcohol-CBD, Alcohol-THC, Alcohol-CBD-THC, and each combination can have multiple flavors.
Consumer Edibles
Rather than enter into the dessert sector of the edibles market which is becoming saturated with products, we sought to develop easy to fix foods and microwaveable foods.
In the second Quarter of 2018 the Company retained a Chef to see if a line of products could be created that are easy to fix and could be consumed by people watching their sodium or sugar intake and appeal to the vegetarian market. This informed TGGI’s subsequent decision to enter the edible sauce market.
Sauces – The Company retained a Chef to create a line of sauces based on the concept that the sauce had to be low in sodium, sugar, and that were able to be consumed by vegetarians. Subsequently the Company decided to enter this business line and we now have a line of sauces that meet all of our initial benchmarks.
With the right partner the sauces can be sold as is or infused with CBD, THC or a hybrid of both effectively giving each flavor four (4) different sauces.
Dough – Once the sauces were developed, we tasked the Chef to create a low sodium, sugar, gluten-free product that could be sold to vegetarians and non-vegetarians alike. We are still in development of this product and may have to settle for two separate products rather than one which meets all of our requirements. Our goal is to partner with someone who can market these products and sell them infused with CBD, THC, and even a CBD-THC hybrid. The goal output is to manufacture a simple cheese pizza product, calzone product, and hot pocket product, and add additional flavors as the market develops.
Long Term Goal
We would like to partner with one of the large companies in Canada that can manufacture and sell the Device(s) and the Edible Reloads, since in Canada all of the variations can be sold.
6) Issuer’s Facilities
The Issuer currently uses a mail address at an executive office facility, and uses space within the CEO’s office for its daily activities.
7) Officers, Directors, and Control Persons
Using the tabular format below, please provide information regarding any person or entity owning 5% of more of the issuer, as well as any officer, and any director of the company, regardless of the number of shares they own.
8) Legal/Disciplinary History
A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
None
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
Name of Officer/Director and Control Person Affiliation with Company (e.g. Officer/Director/Owner of more than 5%) Residential Address (City / State Only) Number of shares owned Share
type/class Ownership Percentage of Class Outstanding
Note
Matthew Dwyer O/D/O 6810 N State Road 7
Coconut Creek, FL 33073
200,000 Series AA
Preferred 100% convertible at 1 Preferred is Preferred = 60,000
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
None
9) Third Party Providers
Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel
Special Counsel for OTCMarkets Legal Opinion
George J. Tate, PLLC 130 Main Street Abbeville, LA 70511 Accountant or Auditor None
Investor Relations Consultant None
Other Service Providers
10) Issuer Certification Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities).
The certifications shall follow the format below: I, Matthew Dwyer certify that:
1. I have reviewed this June 30, 2020 Quarterly Report of Trans Global Group, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 09/25/2020
/s/Matthew Dwyer
Principal Financial Officer:
I, Matthew Dwyer certify that:
1. I have reviewed this June 30, 2020 Quarterly Report of Trans Global Group, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 09/25/2020
