UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended January 31, 2018

Commission File Number: 001-51059

TGI Solar Power Group Inc.

(Exact name of Company as specified in its charter)

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

1011 Whitehead Road Ext, Suite 101,

Ewing, NJ 08638

(Address of principal executive offices and zip code)

(609) 201-2099

(Company’s telephone number, including area code)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting Company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 23, 2018, there were approximately 1,705,036,105 shares of common stock of the registrant issued and outstanding.

TGI Solar Power Group Inc.

FORM 10-Q

INDEX

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Balance Sheets as of January 31, 2018 and January 31, 2017	1

Condensed Statements of Operations for the Three and Six Months Ended January 31, 2018 and 2017	2

Condensed Statements of Cash Flows for the Six Months Ended January 31, 2018 and 2017	3

Notes to the Condensed Financial Statements	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3. Quantitative and Qualitative Disclosures About Market Risk	9

Item 4. Controls and Procedures	9

PART II OTHER INFORMATION	10

Item 1. Legal Proceedings	10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3. Defaults Upon Senior Securities	10

Item 4. Mine Safety Disclosures	10

Item 5. Other Information	10

Item 6. Exhibits and Reports on Form 8-K	10

Signatures	11

Certifications

PART I

TGI Solar Power Group Inc.

Condensed Balance Sheets (unaudited)

	January 31, 2018			July 31, 2017

Assets

Current assets
Cash	$	3,586		$	1,095
Total current assets		3,586			1,095

Total Assets	$	3,586		$	1,095

Liabilities and Stockholders’ Deficit

Current liabilities
Notes payable - related party	$	35,400		$	14,300
Note payable		100,000			-
Accrued expenses		75,392			75,811

Total Liabilities		210,792			90,111

Stockholders’ Deficit
Convertible Preferred Stock (100,000,000 authorized):
Series C, Convertible Preferred Stock, ($1 par value, 275,000 authorized issued and outstanding )		275,000			275,000
Series B, Convertible Preferred Stock,($.001 par value, 2,000,000 authorized issued and outstanding )		2,000			2,000
Series A, Convertible Preferred Stock,($.001 par value, 10,000,000 authorized issued and outstanding )		10,000			10,000
Common Stock (.001 par value, 2,400,000,000 shares authorized, 1,705,036,105 shares issued and outstanding as of January 31, 2018 and July 31, 2017)		1,705,036			1,705,036
Additional paid in capital		12,690,595			12,690,595
Accumulated deficit		(14,889,837	)		(14,771,647	)
Stockholders’ Deficit		(207,206	)		(89,016	)

Total Liabilities and Stockholders’ Deficit	$	3,586		$	1,095

TGI Solar Power Group Inc.

Condensed Statements of Operations (unaudited)

	Three months ended January 31,						Six months ended January 31,
	2018			2017			2018			2017

Revenue	$	5,000		$	-		$	5,000		$	-

Cost of revenues		-			-			-			-

Gross profit		5,000			-			5,000.00			-

Operating expenses		(13,287	)		(46,368	)		(20,906	)		(123,960	)
Impairment charge on equity level investment		(100,000	)		-			(100,000	)		-
		(113,287	)		(46,368	)		(120,906	)		(123,960	)

Loss before other income/(expense)		(108,287	)		(46,368	)		(115,906	)		(123,960	)

Interest expense		(2,002	)		-			(2,284	)		-
Other income/ expense		(2,002	)		-			(2,284	)		-

Net loss	$	(110,289	)	$	(46,368	)	$	(118,190	)	$	(123,960	)

Basic and diluted net loss per common share		(0.000	)		(0.000	)		(0.000	)		(0.000	)

Weighted average of common shares outstanding, Basic and Diluted		1,705,036,105			1,705,036,105			1,705,036,105			1,705,036,105

TGI Solar Power Group Inc.

Condensed Statements of Cash Flows (Unaudited)

	Six Months Ended January 31,
	2018			2017

Cash flows from operating activities
Net loss	$	(118,190	)	$	(123,960	)
Adjustments to reconcile net loss to cash used in operating activities
Impairment charge on equity level investment		100,000			-
Changes in operating assets and liabilities:
Prepaid expenses - related party		-			11,500
Accrued expenses		(419	)		18,040
Net cash used in operating activities		(18,609	)		(94,420	)

Cash flows from financing activities
Note payable - related party		21,100			-
Net cash provided by financing activities		21,100			-

Net change in cash	$	2,491		$	(94,420	)

Cash
Beginning of year		1,095			129,568
End of period	$	3,586		$	35,148

Non Cash Investing Activities:
Issuance of note payable for acquisition of equity level investment	$	100,000		$	-

TGI Solar Power Inc.

Notes to Financial Statements

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, TGI Solar Power Group, Inc. in June 2008. The Company’s fiscal year end is July 31st.

The Company’s strategy is to acquire innovative and patented technologies, components, processes, designs a method with commercial value that will give the Company a competitive market advantage and generate shareholder value. In addition, the Company plans to align itself through acquisition and joint ventures with partners whereby the Company can provide project management consulting and develop custom tools software.

The Company has also entered into several non-binding memorandums of understanding to explore and pursue the possibility of entering into joint ventures to establish a manufacturing facility to produce electric batteries to power electric vehicles and/or homes in conjunction with solar and wind power. These memorandums of understandings are also exploring the possibility of providing comprehensive policies to future car owns, extended warranties, roadside assistance and battery replacement.

2. GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared on the basis the Company will continue as a 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. The unaudited condensed financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments for the six months ended January 31, 2018 are not necessarily indicative of the results that may be expected for the year ending July 31, 2018. The unaudited condensed financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2017 as filed on January 31, 2018.

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Equity Level Investment

The Company recorded an equity investment at its cost. The investment was valued for impairment at the report date. The investment was considered impaired as the carrying amount exceeded its fair value. The full amount of the investment is included as an impairment charge on equity level investment in the accompanying unaudited condensed statements of operations.

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 January 31, 2018, 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 carry forwards. Any reduction in the valuation allowance would result in an income tax benefit in the period such determination is made by the Company.

Due to the Company experiencing several events that qualify as a change in control since its inception, The Company may be limited by section 382 of the Internal Revenue Code as to the amount of net operating losses that may be used in future years.

On December 22, 2017, President Trump signed into law the “Tax Cuts and Jobs Act” (“US Tax Reform”). The US Tax Reform provides for significant changes in the U.S. Internal Revenue Code of 1986, as amended. Certain provisions of the US Tax Reform will be effective during the Company’s fiscal year ending July 31, 2018 with all provisions of the US Tax Reform effective as of the beginning of the Company’s fiscal year ending July 30, 2019. As the US Tax Reform was enacted after the Company’s year end of July 31, 2017, it had no impact on the Company’s fiscal 2017 financial results. The US Tax Reform contains provisions with separate effective dates but is generally effective for taxable years beginning after December 31, 2017.

Beginning on January 1, 2018, the US Tax Reform lowers the US corporate income tax rate to 21% from that date and beyond. The Company estimates that the revaluation of its US deferred tax assets and liabilities to the 21% corporate tax rate will have no net effect on its deferred tax assets and liabilities as the Company has a full valuation allowance as of January 31, 2018.

Although the Company believes it has accounted for the parts of the US Tax Reform that will have the most significant impact on its financials, the ultimate impact of the US Tax Reform on the company’s reported results in 2018 may differ from the estimates provided herein, due to, among other things, changes in interpretations and assumptions the Company has made, guidance that may be issued, and other actions the Company may take as a result of the US Tax Reform different from that presently contemplated.

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 January 31, 2018, and July 31, 2017 there were 10,000,000 outstanding shares of Preferred Series A Stock which convert to 30,000,000 common shares, 2,000,000 outstanding shares of Preferred Series B Stock which convert to 200,000,000 common shares and 275,000 outstanding shares of Preferred Series C Stock which convert to 17,055,321,260 common shares.

4. EQUITY LEVEL INVESTMENT & NOTE PAYABLE

On November 6, The Company and Data Boss International Corp. (“Boss”), a Company specializing in engineering, IT consulting and internet security product development entered into a stock purchase agreement where the Company purchased 25% of the outstanding common shares of Boss, $0.001 par value in the share capital for $100,000.

The Company entered into a Note Payable (“Note”) with Boss in the amount of $100,000 to finance this transaction. The Note is subject to interest at six percent per annum. The Note matures on November 6, 2018 at which point all outstanding principal and accrued interest will be due.

On November 6, 2017 the Company and Boss entered into an Stock Option Agreement (“Option”) where the Company was granted an option to purchase the remaining 75% of all outstanding common shares for the purchase price of $350,000. The Option may be exercised from November 6, 2017 until November 6, 2018. Subsequently, the Option can be exercised at a purchase price of $400,000 from through April 15,2019. The Option terminates on April 15, 2019.

The Company recorded their investment at cost. The investment was reviewed for impairment at the report date. The investment was considered impaired as the carrying amount exceeded its fair value. The full amount of the investment is included as an impairment charge on equity level investment in the accompanying unaudited condensed statements of operations.

5. NOTE PAYABLE – RELATED PARTY

The Company received advances totaling $14,300 from a holder of our Preferred C shares in year ended July 31, 2017 to cover the expenses of the Company. The Company received additional advances of $21,100 during the six months ended January 31, 2018 from this shareholder and an additional $25,500 after quarter end. These advances were subsequently converted to a Note Payable. The Note is subject to interest at 8 percent per annum, except in the case of a default whereby interest would accrue at 18 percent per annum. The Note matures on December 31, 2018 at which point unpaid principal amount and accrued interest will be due. The Note is secured by substantially all the assets of the Company.

6. RELATED PARTY TRANSACTION

During the six months ended January 31, 2018 and 2017, the Company incurred $4,000 and $22,933 and paid $4,000 and $67,933 to its officer for consulting services. As of January 31, 2018 and July 31, 2017, the Company had accrued consulting fees to its officer of $45,000.

7. CAPITAL STRUCTURE

Common:

At January 31, 2018 and July 31, 2017, the Company had 2,400,000,000 shares authorized and 1,705,036,105 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 January 31, 2018 and July 31, 2017, 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 Series A Preferred Stock 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 trade for 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 January 31, 2018 and July 31, 2017, 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 traded 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 proceeds were reduced by $19,460 of legal expenses related to the sale. These 275,000 shares of Series C Preferred Stock are authorized issued and outstanding as of July 31, 2016.

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 $.000016124 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 Stock 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 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.

Item 2. Management’ Discussion and Analysis of Financial Condition and 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-Q.

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 and TGI intends to enter business to provide clients with services that include: business development, project management, and management consulting.

Results of Operations

Comparison of the six months ended January 31, 2018 and 2017

We had consulting income of $5,000 and $0 for the six months ended January 31, 2018 and 2017.

During the six months ended January 31, 2018 and 2017, we incurred $20,906 and $123,960, respectively, in operating expenses. The decrease in the six months ended January 31, 2018 pertains to a decrease of consulting expenses incurred to its President from $67,933 to $4,000. Legal expenses decreased from $25,395 to $5,907. Accounting expense also decreased from $20,550 to $5,150. We incurred interest expense of $2,284 and $0 for the six months ended January 31, 2018 and 2017. The interest was incurred from notes payable to a related party. We also incurred an impairment charge on our equity investment of $100,000 during the six months ended January 31,2018.

Net loss from continuing operations for the six months ended January 31, 2018 and 2017 was $118,190 and $123,960 respectively.

Comparison of the three months ended January 31, 2018 and 2017

We had consulting income of $5,000 and $0 for the three months ended January 31, 2018 and 2017.

During the three months ended January 31, 2018 and 2017, we incurred $13,287 and $46,638, respectively, in operating expenses. The decrease in the three months ended January 31, 2018 pertains to a decrease in consulting expenses incurred to its President of $22,993 to $4,000. Legal expenses decreased from $7,945 to $1,020. Accounting expense also decreased from $10,400 to $5,150. We incurred interest expense of $2,002 and $0 for the three months ended January 31, 2018 and 2017. The interest was incurred from notes payable to a related party. We also incurred an impairment charge of $100,000 on our equity investment during the three months ended January 31, 2018.

Net loss from continuing operations for the three months ended January 31, 2018 and 2017 was $110,289 and $46,368 respectively.

Liquidity and Capital Resources

At January 31, 2018 and July 31, 2017, we had cash of $3,586 and $1,095. We received $21,100 in a note payable from a related party during the six months ended January 31, 2018. We did not have any cash flows from operating and investing activities for the periods then ended. We received $21,100 from a related party that is included in Notes Payable – related party. In addition, we entered into an agreement with Data Boss International Corp. to purchase 25% of the outstanding common shares for $100,000. The transaction was financed with a note payable which is due in November 2018.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were ineffective.

There was no change in our internal control over financial reporting during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be a party to legal proceedings in the ordinary course of our business in addition to those described below. We do not, however, expect such other legal proceedings to have a material adverse effect on our business, financial condition or results of operations.

There are no legal proceedings against the Company to the best of the Company’s knowledge as of the date hereof and to the Company’s knowledge, no action, suit or proceeding has been threatened against the Company.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002 **

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith
**	Furnished herewith

SIGNATURES

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

	TGI SOLAR POWER GROUP INC.

	/s/ Henry Val
Dated: April 23, 2018	Name: Henry Val
	Title: Chairman, Chief Executive Officer, Chief Financial Officer and President (Principal Executive, Financial and Accounting Officer)

TGI Solar Power Group Inc. 10-Q