UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
For the transition period from __________ to __________
Commission file number
(Exact name of small business issuer as specified in its charter) |
| 2750 |
| ||
State or other jurisdiction of incorporation or organization |
| Primary Standard Industrial Classification Number |
| IRS Employer Identification Number |
Tel: +
(Address and telephone number of principal executive offices)
_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant 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 registrant was required to submit and post such files).
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by a 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
GSG GROUP INC.
TABLE OF CONTENTS
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| Table of Contents |
PART 1
Forward-Looking Statements
This Annual Report contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this report.
General
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all references to “common stock” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our”, “GSG" and “GSG Group” mean GSG Group Inc., unless the context clearly requires otherwise.
ITEM 1. BUSINESS
General Information
GSG Group Inc. (“the Company”, “we”, “us” or “our”) was incorporated as Wike Corp. in the State of Nevada on November 11, 2014. Initially, we were a development-stage company in the ornamental ribbons printing business. On April 6, 2017, we changed the business to consulting services for investors in the Asian real estate market and other growth industries. On September 15, 2017, the name change to GSG Group Inc. was approved by the Financial Industry Regulatory Authority ("FINRA") and the Company began discussions to add Medical Devices production and trading to its business portfolio. Since January 1st 2023 the Company has its office at Churerstrasse 47, 8808 Pfäffikon, Schwyz, Switzerland.
On August 28, 2019 Company entered into an Asset Assignment Agreement (as amended on July 12, 2020, and extended on December 28, 2021) with Prejex Holding GmbH in Germany, under which it acquires certain brand rights (brand registration and the Prejex website, currently held in trust for Company by related party Medical Consult Europe B.V.) and the right to use certain competences regarding production of needle-free injection devices. In return, it promises to invest the total amount of US$ 1,000,000.00 within 24 months from the date of the Agreement into producing such needle-free injection devices and making Prejex Holding GmbH the exclusive production manager worldwide with remuneration to Prejex Holding GmbH of 5% of all worldwide turnover as relates to the assigned Business Assets as defined by the Agreement. Under the amendment dated July 12, 2020, the Company agreed to induce its shareholder Mr. Xin Chen to cancel 19,000,000 of his shares against payment of US$ 150,000.00 by Prejex Holding GmbH to Mr. Chen no later than June 30, 2021. While Mr. Chen had his shares canceled on November 06, 2020, the parties extended the deadline for Prejex´s payment by mutual consent to June 30, 2022.
On July 13, 2020, the shareholders of the Company in a majority vote appointed Mr. Frank Raymakers as the new director, President and CEO, Mr. Maarten Stuut as new director and CFO, Mr. Alfred Kelly as director and Chief Operating Officers and Mr. Eric P. Ditkowsky as the new director and Chief Sales Officer. Mr. Gim Hooi OOI was appointed as the new Chief Marketing Officer.
On April 14, 2021, our CFO Mr. Maarten Stuut was appointed also as CEO due to the sudden passing of Mr. Raymakers on April 11, 2021.
On December 28, 2021, all deadlines stipulated in the Asset Assignment Agreement have been extended until December 31, 2023, where necessary, by the “Extension of Asset Assignment Agreement” concluded between the parties on that date. The extension had become necessary due to the impact of Covid restrictions on the ability of the parties to execute their business plan within the timelines estimated before.
On December 01, 2022, the shareholders of the Company in a majority vote appointed Mr. Chester Jansen as new director and COO. On the same date, Mr. Eric P. Ditkowsky and Mr. Alfred Kelly ceased to be directors of the Company.
As of May 25, 2023 and following Management having revised the business plan of the Company and implementation of the Prejex project no longer being its first priority, the Asset Assignment Agreement with Prejex Holding GmbH was cancelled in mutual consent by the parties.
On July 17, 2023, the Company added two new directors, Ms. Wenqiu Liao and Mr. Ha Leong Lau to the Company’s Board.
On July 17, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited to its 100% interest in Harmony Physiotherapy Limited (the “Predecessor Company”)’s operations of professional physiotherapy treatment and healthcare services.
On July 18, 2023, the President and CEO position of Mr. Maarten Stuut was replaced by Ms. Wenqiu Liao. The CFO position of Mr. Maarten Stuut was replaced by Mr. Ha Leong Lau as the Acting CFO of the Company. The Acting CFO shall serve in this role until a permanent CFO is appointed. The COO position of Mr. Chester Jansen was replaced that day by Mr. Po Hei Chan and Mr. Stuut and Mr. Jansen left the board.
On July 19, 2023, the Company cancelled the shares of Mr. Gim Hooi Ooi, a shareholder of the Company, and reversed the aged debt of $40,323 owing to Mr. Gim Hooi Ooi. Mr. Gim Hooi Ooi held a total of 17,709,098 common shares of the Company which was equivalent to an aggregate of 58.78% of outstanding and issued shares prior to the cancellation. The cancellation of the 17,709,098 common shares of the Company held by Mr. Gim Hooi Ooi was subsequently completed on June 28, 2024.
On July 19, 2023, the Company issued 25,000,000 common shares to Kingdom Defi Limited as per the SEA in exchange for a new business into the Company. The new share issuance was completed on August 18, 2023.
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Following the addition of new directors and management to the board, the extended management prepared and presented its revised business plan for the Company with its focus returning to Asia and the rising needs of China, one of the highest populated countries and thus biggest markets in the world. The new business potentially will generate a healthy stream of new income to the Company. The management has primarily targeted a physiotherapy company with 15 years of experience in the industry, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following sets forth the name and position of each of our executive officers and directors as at the end of the reporting period:
NAME |
| POSITION |
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|
Wenqiu LIAO |
| Director President & CEO |
Ha Leong LAU |
| Director & CFO |
Po Hei CHAN |
| COO |
Products
Originally, our products included ribbons, notebooks, plastic items, and other printed goods of that kind, where we specialized mostly in ribbon printing. From 2017 until late 2018 we stopped the printing business and focused on advising investors on the Asia real estate market, specifically in Cambodia. This is also how we decided in Q2/2019 to enter into discussions about the production of medical devices in Cambodia.
On August 28, 2019, we signed an Asset Assignment Agreement to acquire certain brand and production rights from Prejex GmbH in Germany, which allows us to produce and distribute certain needle-free injection devices globally. The management has continued working towards producing the first tranche of Prejex needle-free injectors. As such, the CEO is in negotiations with two new potential production partners, who are looking to produce needle-free injectors for the beauty markets in Turkey and Asia. This agreement was cancelled on May 25, 2023.
On June 30, we revised the business plan to focus on new business which potentially will generate a healthy stream of new income for the Company. The management has primarily targeted a physiotherapy company with 15 years of experience in the industry, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery.
Target market
At this point, the Management has eyed the rising health and physiotherapy needs of aging population in China market and kept an open option to tap the blue sea to speed up positive cash flows into the Company.
Industry analysis
According to Arizton Advisory & Intelligence, the global physiotherapy market is expected to grow at a CAGR of 16.3% from 2022 to 2030. The combination of an aging population and the rising prevalence of cardiovascular, neurological, and musculoskeletal problems provides the dynamics for the accelerated growth of the global physiotherapy market.
The global physiotherapy market was valued at USD15.35 billion in 2022 and is projected to reach USD51.39 billion by 2030.
China’s rehabilitation medical services market was valued at RMB84 billion in 2020 and is expected to grow at a CAGR of 17.7% to reach RMB211billion in 2025. Physiotherapy is the main method of therapy in rehabilitation medical services, with demands mainly from patient rehabilitation, postpartum rehabilitation, sports rehabilitation and child rehabilitation. With the improvement of the standard of living in China, the demand for premium rehabilitation services drives the demand for physiotherapy in China on top of the global underlying trend.
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About us
GSG Group Inc. (GSGG) is a shell company currently looking to leverage its management´s excellent network globally to initiate business activities in highly profitable geographical and industrial areas. At this point, our focus is on establishing and scaling the demand for premium rehabilitation services particularly in physiotherapy in China to cater to their escalating aging population.
We are working on marketing our products through our long-built networks to all relevant business partners, industry leaders, and decision-makers in our target markets locally. We intend to increase our online presence and utilize alternative marketing tools in the future to further increase our exposure and recognition of our products and brand with our target clients.
We believe that our marketing campaign will attract many clients and develop a strong reputation as a quality, diligent, and efficient service and product provider. Hopefully, our clients will continue to readily recommend us to others.
Employees
We are a development stage company and currently have no employees, other than our officers and directors.
Offices
The phone number is +852 3106 8189. The office is located at 3/F, Ashely nine, 9-11 Ashely Road, Tsim Sha Tsui, KLN, Hong Kong.
Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to consulting firms and the operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however we will have to comply with all applicable export and import regulations.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENT
Not applicable.
ITEM 2. PROPERTIES.
We do not own any real estate or other properties. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market for Securities
Our common stock is listed on the Over-the-Counter Expert Market. There has been no active trading of our common stock.
Holders of our Common Stock
As of December 31, 2023, there were 50 registered stockholders respectively holding 55,125,000 shares in aggregate of our issued and outstanding common stock. As of the date of this document, there were 50 registered stockholders holding 55,125,000 shares in aggregate of our issued and outstanding common stock.
Dividend Policy
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| 1. | We would not be able to pay our debts as they become due in the usual course of business; or |
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| 2. | Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. |
We have not declared any dividends and we do not, at this point, plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
There were no recent sales of unregistered securities. As of December 31, 2023, there were no outstanding stock options or warrants.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2023.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Results of Operations
We recorded no revenues for the year ended December 31, 2023 (year ended December 31, 2022: $0) and incurred no cost of goods sold for the year ended December 31, 2023 (year ended December 31, 2022: $0). Respectively, there was no gross profit or loss recorded for the year ended December 31, 2023 (from a gross profit of $0 for the year ended December 31, 2022).
The operating expenses comprised general and administrative expenses of $16,824 for the recent period (compared to $16,076 for the year ended December 31, 2022), an increase of 5%. This increase was mainly caused by an increase in professional fees for accounting service due to decreased complexity of booking incidents.
The net loss for the year ended December 31, 2023 was $23,563 (year ended December 31, 2022: $16,076), an increase of 47%, caused by increased operating expenses as explained above and additional share issuance cost.
Our total assets at December 31, 2023 were $200 (December 31, 2022: $200) which comprised of cash on hand of $200 (December 31, 2022: $200).
Our total liabilities at December 31, 2023 were $131,125 which comprised of accrued liabilities and other payables of $43,619 and amounts due to related parties of $87,506. The total liabilities at December 31, 2022 were $114,301 which mainly comprised of accrued liabilities and other payables of $36,195 and amounts due to related parties of $78,106.
We currently anticipate our operating expenses (being legal and professional fees, IT cost and further website and software development and testing, marketing and advertising, and other expenses) over the next 12 months will be approximately $50,000.
On December 31, 2023 the Company had authorized 75,000,000 (December 31, 2022: 75,000,000) shares of common stock with a par value of $0.001 per share.
As of December 31, 2023, the Company had 55,125,000 (December 31, 2022: 30,125,000) shares of common stock issued and outstanding and there were no outstanding stock options or warrants.
We reported a net loss of $23,563 for the year ended December 31, 2023 and an accumulated deficit of $186,050 at December 31, 2023. At December 31, 2023, we had cash on hand of $200. The notes to our financial statements for the year ended December 31, 2023 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our minimal cash and no source of revenues which are insufficient to cover our operating costs. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to raise capital, develop a source of revenues, report profitable operations, or to continue as a going concern, in which event investors would lose their entire investment in our company.
Liquidity and Capital Resources
At December 31, 2023, we had $200 cash on hand and there were outstanding liabilities of $129,538 (cash of $200 and liabilities of $114,301 on December 31, 2022). During the year ended December 31, 2023, there was $9,400 net cash used in operating activities (the last corresponding period of 2022: $13,500) and $9,400 provided through financing activities (the last corresponding period of 2022: $13,500). This resulted in no changes in cash during the year ended December 31, 2023 (no changes in the last corresponding period of 2022).
Our major shareholder, Kingdom Defi Limited, together with the new directors on board has plans for the Company to focus on Asia and the rising needs of China, one of the most populated countries and thus biggest markets in the world. The new business primarily is in the physiotherapy sector, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery. Potentially the new direction will generate a healthy stream of new income to the Company. Notwithstanding verbally committed to continue funding operating expenses for the Company in a limited scenario. this, the shareholder has not entered into a legal obligation with the Company for such commitments.
There is limited historical financial information about us upon which to base an evaluation of our performance. We have meaningfully commenced business operations based on the amount of revenue we have been able to generate. We are in the start-up stage of operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
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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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, except as may be disclosed in the section “Recent Events”.
Summary of significant accounting policies:
Refer to Note 3 of the financial statements in ITEM 8 below.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Disclosure is not required for a smaller reporting Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements are filed pursuant to this Item 8 and are included in this report beginning on page 9. This is a Voluntary Filing by the Company. The Company is in the process of engaging a PCAOB audit firm.
PCAOB ID -
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GSG GROUP INC.
BALANCE SHEETS
(unaudited)
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ASSETS |
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Current Assets |
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Total Current Assets |
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Property and equipment, net |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Liabilities |
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Current Liabilities |
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Accrued expenses and other payables |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders’ Deficit |
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Common stock - par value $ |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit |
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The accompanying notes are an integral part of these unaudited financial statements.
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GSG GROUP INC.
STATEMENTS OF OPERATIONS
(Unaudited)
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Revenues |
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Operating expenses: |
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General and administrative expenses |
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Total operating expenses |
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Other expenses: |
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Share issuance cost |
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Loss before provision for income taxes |
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Provision for income taxes |
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Net loss |
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Net loss per share |
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Basic and diluted |
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Remark: Professional fee for financial review of this 10Q report of $1,500 has been absorbed by a related company.
The accompanying notes are an integral part of these unaudited financial statements.
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GSG GROUP INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
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Net loss for the period |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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CASH FLOWS USED IN OPERATING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
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NET INCREASE IN CASH |
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NON-CASH TRANSACTIONS: |
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SUPPLEMENTAL CASH FLOW DISCLOSURES: |
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Interest paid |
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The accompanying notes are an integral part of these unaudited financial statements.
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GSG GROUP INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(Unaudited)
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Balance, December 31, 2021 |
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Net loss for the year ended December 31, 2022 |
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Balance, December 31, 2022 |
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Net loss for the year ended December 31, 2023 |
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| - |
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25,000,000 shares issued at par value of $0.001 per share as per SEA on July 17, 2023 |
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Balance, December 31, 2023 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
The accompanying notes are an integral part of these financial statements
| 12 |
| Table of Contents |
GSG GROUP INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
December 31, 2023
Note 1: Organization and Basis of Presentation
GSG Group Inc. (the “Company”) is a for-profit corporation established under the corporate laws of the State of Nevada on November 11, 2014.
Initially, we were a development-stage company in the ornamental ribbons printing business. On April 6, 2017, we changed the business to consulting services for investors in the Asian real estate market and other growth industries. On September 15, 2017, the name change to GSG Group Inc. was approved by the Financial Industry Regulatory Authority ("FINRA") and the Company began discussions to add Medical Devices production and trading to its business portfolio. Since January 1st, 2023 the Company has its office at Churerstrasse 47, 8808 Pfäffikon, Schwyz, Switzerland.
As of May 25, 2023 and following Management having revised the business plan of the Company and implementation of the Prejex project no longer being its first priority, the Asset Assignment Agreement with Prejex Holding GmbH was cancelled in mutual consent by the parties.
On July 17, 2023, the Company added two new directors, Ms. Wenqiu Liao and Mr. Ha Leong Lau to the Company’s Board.
On July 17, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited to its 100% interest in Harmony Physiotherapy Limited (the “Predecessor Company”)’s operations of professional physiotherapy treatment and healthcare services.
On July 18, 2023, the President and CEO position of Mr. Maarten Stuut was replaced by Ms. Wenqiu Liao. The CFO position of Mr. Maarten Stuut was replaced by Mr. Ha Leong Lau as the Acting CFO of the Company. The Acting CFO shall serve in this role until a permanent CFO is appointed. The COO position of Mr. Chester Jansen was replaced that day by Mr. Po Hei Chan and Mr. Stuut and Mr. Jansen left the board.
On July 19, 2023, the Company cancelled the shares of Mr. Gim Hooi Ooi, a shareholder of the Company, and reversed the aged debt of $
On July 19, 2023, the Company issued
Following the addition of new directors and management to the board, the extended management prepared and presented its revised business plan for the Company with its focus returning to Asia and the rising needs of China, one of the highest populated countries and thus biggest markets in the world. The new business potentially will generate a healthy stream of new income to the Company. The management has primarily targeted a physiotherapy company with 15 years of experience in the industry, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. However, the Company had no revenue for the year ended December 31, 2023 and incurred recurring losses. In addition, the Company had negative working capital and generated negative cash flows from operating activities for the year ended December 31, 2023, and has not completed its efforts to establish a stable source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on borrowings from related parties to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
| 13 |
| Table of Contents |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for financial information. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2023 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the year ended December 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Fair Value of Financial Instruments
ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying amounts of cash, prepaid expenses and accrued expenses and other payables approximate their fair value due to their relatively short-term maturity.
Related Party Transaction
A related party is generally defined as
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
NOTE 4 – Related Party Transactions
During the year ended December 31, 2023, the Company borrowed cash of $
NOTE 5 – COMMITMENTS AND CONTINGENCIES
None
| 14 |
| Table of Contents |
NOTE 6 – The Share Exchange Agreement (SEA)
On July 17, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited in relation to its 100% interest in Harmony Physiotherapy Limited (the “Predecessor Company”)’s operations of professional physiotherapy treatment and healthcare services. On July 19, 2023, the Company issued
On March 6, 2024, The Predecessor Company’s auditor signed off on the Predecessor Company’s financial statements for the two years ended March 31, 2023 and 2022. A summary of key financial figures and additional information is provided in Note – 7, Subsequent Events.
NOTE 7 – SUBSEQUENT EVENTS
Messrs. Value Plus CPA limited, Certified Public Accountants (Practicing) have audited the financial statements of Harmony Physiotherapy Limited, the Predecessor Company, which comprise the statement of financial position as of March 31, 2023 and 2022, and the income statements for the two years then ended, and notes to the financial statements, including a summary of significant accounting policies. In their opinion, the financial statements of the Predecessor Company are prepared, in all material respects, in accordance with Hong Kong Small and Medium-sized Entity Financial Reporting Standard (“SME-FRS”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the Hong Kong Companies Ordinance. They conducted their audits in accordance with Hong Kong Standards on Auditing (“HKSAs”) and with reference to Practice Note 900 (Revised), Audit of Financial Statements Prepared in Accordance with the Small and Medium-sized Entity Financial Reporting Standard issued by the HKICPA. The following is a summary of key financial figures of the Predecessor Company:
Income Statement |
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Revenues |
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Gross Profit |
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Other Revenues |
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Loss Before Tax and Interest |
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Statement of Financial Position |
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Assets |
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Current Assets |
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Total Assets |
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Liabilities |
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Net Assets |
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We expect to takeover Harmony Medical Group Limited (the “Successor Company”), a dormant company incorporated in Hong Kong on March 8, 2023 before July 31, 2024, to carry out the operations of the Predecessor Company. Therefore, we will cease to be a shell in July 2024, after the Successor Company has taken over the operations of the Predecessor Company. For more information, please visit our website www.gsggpro.com.
On July 19, 2023, the Company cancelled the shares of Mr. Gim Hooi Ooi, a shareholder of the Company, and reversed the aged debt of $
| 15 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Nothing to report.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer, Directors, and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2023 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer, Directors, and Chief Financial Officer ha d concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company's Chief Executive Officer, Directors, and Chief Financial Officer does not relate to reporting periods after December 31, 2023.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision of the Company's Chief Executive Officer, Directors, and Chief Financial Officer conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023 under the criteria set forth in the in Internal Control—Integrated Framework.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses did not exist.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no significant changes in the Company's internal controls, or other factors, that could significantly affect the Company's controls subsequent to the date of the evaluations performed by the executive officers of the Company. No deficiencies or material weaknesses were found that would require corrective action.
ITEM 9B. OTHER INFORMATION.
None.
| 16 |
| Table of Contents |
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following sets forth the name and position of each of our executive officers and directors as of the end of the reporting period.
NAME |
| POSITION |
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Wenqiu LIAO |
| Director President & CEO |
Ha Leong LAU |
| Director & CFO |
Po Hei CHAN |
| COO |
ITEM 11. EXECUTIVE COMPENSATION.
The directors received no compensation during the reporting period and no compensation claims were accrued.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 31, 2023 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage | |
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Common Stock |
| Siu Chung CHEUNG 17/F, 80 Gloucester Rd, Wanchai, Hong Kong |
| 25,000,000 shares | 45.35% | ||
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Common Stock |
| Decimus Beheer B.V. Haagwinde 20 5262 KZ Vught, The Netherlands |
| 8,523,625 shares | 15.46% | ||
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Common Stock | Medical Consult Europe B.V. Haagwinde 20 5262 KZ Vught, The Netherlands |
| 9,185,473 shares | 16.66% |
(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of December 31, 2023, there were 55,125,000 shares of our common stock issued and outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The directors of the Company provided office space and services free of charge. During the year ended December 31, 2023 our CEO, Ms. Wenqiu Liao paid $0 in expenses on behalf of the Company and received $0 repaid (Mr. Stuut, the ex-CEO had, in total, paid $0 in expenses on behalf of the Company and received $0 repaid in 2022 respectively). As of December 31, 2023, the Company owed $40,323 to Mr. OOI ($40,323 on December 31, 2022), our former director under a related party loan, and owed $47,183 to Decimus Beheer B.V., one of our major shareholders ($37,783 on December 31, 2022). Both of the loans are non-interest bearing, unsecured and due on demand.
| 17 |
| Table of Contents |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the year ended December 31, 2023, the total audit fees billed was $0, for audit-related services was $0, for tax services was $0 and for all other services was $0.
During the year ended December 31, 2022, the total audit fees billed was $0, for audit-related services was $0, for tax services was $0 and for all other services was $0.
Audit fees are charged by the auditor for providing its audit report. Fees for audit-related services might be charged by lawyers or valuers providing third party expertise or opinions required to prepare or provide the audit report
Fees for tax services might be charged by accountants or tax advisors for providing services that relate to tax matters like tax calculations, tax advice or tax filings.
Fees for other services might be charged by any other service provider for providing any other service that might be of interest to the company.
| 18 |
| Table of Contents |
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are included with this annual report:
Exhibit Number |
Description | |
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| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
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| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
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101* |
| Interactive data files pursuant to Rule 405 of Regulation S-T |
* Filed herewith
| 19 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| GSG Group Inc. |
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Date: July 2, 2024 | By: | /s/ Wenqiu LIAO |
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| Wenqiu LIAO |
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| President and CEO | |
Date: July 2, 2024 | By: | /s/ Ha Leong LAU |
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| Ha Leong LAU |
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| Director and CFO | |
| 20 |